postbot/aeslc_kw huggingface dataset:
Subject: Municipals (including municipal utilities and other regulated  entities) vs. investor owned utilities ("IOUs")

I am trying to distinguish these two types of entities both practically (what  are we able to negotiate) and legally (what do we really need in our  Schedule).
I am also interested in your experiences in dealing with these  parties.
ENA's form of "municipal" Schedule ("the ENA Schedule") was essentially  taken from the 1992 ISDA U.S. Municipal Counterparty Schedule ("the ISDA  Schedule").
In addition to other provisions, the ISDA Schedule (1) adds reps  designed to avoid "an Orange County" type meltdown and (2) incorporates the  concept of "Incipient Illegality" (which occurs before the Termination Event  of  Illegality).
The "Incipient Illegality" concept is used  in Section  2(a)(iii) (obligations) as well as the Section 3 (reps) of the ISDA  Schedule:   the concept is added to the Section 3(b) rep ("..absence of Event  of Default, Potential Event of Default, Incipient Illegality...), and for  purposes of notifying the other party of its occurrence.
Interestingly  enough, the ENA Schedule does not include the Section 3(b) rep change.
I  think we need to add this change to ENA's Schedule.
With respect to IOUs, we need to clarify our position on "Regulatory  Development" (which is actually a watered-down "Incipient Illegality"  concept).
If such an event occurs, ENA should be advised of the event  (Notice).
But, does ENA really want the ability to terminate trades at  mid-market ("Additional Termination Event") or simply to have this event  included as part of a Section 3(b) rep such that the occurrence of the event  merely triggers an Event of Default at ENA's side of the curve (for breach of  the Section 3(b) rep)?
I have found that negotiating with IOUs for the "Notice" provision can be  difficult.
Extracting the Additional Termination Event is tough.
Arguing  for a Section 3(b) change may be easier (and would mirror the municipal  format).
I think ENA really needs the ability to decide when to halt trading  with a counterparty experiencing a Regulatory Development (which we may only  learn about through notice from the counterparty).
Thus, I recommend that  for IOUs, we add a notice provision and Section 3(b) rep change incorporating  our latest definition of "Regulatory Development."
But we really have to  negotiate for this protection.
Otherwise, why bother to include this  additional language?
What do you think?
Subject: IOU's: Online Trading

I have reviewed Tana's list of North American utilities and have the  following comments:  (1)  I have tried to eliminate all governmentals and regulated entities.
However, I suggest that we ask Kevin Leitao to take a quick review for  obvious errors.
(However, I don't want Kevin to prepare unlimited research  on our behalf.
I'll discuss with him).
(2)  I suggest that we ask Canadian counsel to review Canadian utilities on  authority/regulatory issues.
In my experience, Canadian outside counsel was  reluctant to even comment on utilities located in provinces other than  outside counsel's domicile.
(3)  The online omnibus does not contain the ISDA Section 3(c) rep as to  absence of litigation.
This rep drags in governmental bodies and all  agencies (hence, a state PUC).
Thus, online parties will rep as to authority  to transact each time they trade but we will not know about potential PUC  issues.
(Under the ISDA, a party would have to notifiy us of a "Regulatory  Development" and we may have an Event of Default for failure to notify; we  may also have a Termination Event under our current format).
Subject: Admissability of tapes into evidence

The financial trading group has a recurring request by our conterparties to  add a provision addressing the admissability of trader tapes into evidence in  court or other proceedings.
Our current language merely states:  "Each party  consents to the recording, at any time and from time to time, by the other  party of any and all communications between officers or empoyees of the  parties, and waives any further notice of such recording."
Here are the  facts and issues:  1.
Our agreements provide for arbitration (most likely) or jurisdiction in  specific courts or are silent as to jurisdiction.
2.
ENA policy is to destroy trader tapes after 6 months.
3.
If we are doing our job, a written and signed confirmation should exist  in our files for each and every financial transaction.
On occasion, we have  not confirmation signed by ENA's counterparty.
By agreeing to add "admissability" language, are we waiving the parol  evidence rule?
Do we always want the ability to introduce existing  recordings?
Can you provide us with language acceptable to ENA that we might propose to a  counterparty (when asked)?
Here's an example of a recent request:  "Any such recordings may be submitted  in evidence to any court or in any proceedings for the prupose of  extablishing any matters pertinent to the [ISDA] Agreement."
Subject: Susan Flynn

I don't know if you have spoken with Susan Flynn about her schedule  before/after her surgery, but I have some questions that you may have already  addressed, such as:  Has Susan prepared a matrix reflecting the status of documentation (i.e.,  existing masters, agreements to use ENA master/terminate counterparty  master,etc.)
with the various CES counterparties?
Carol mentioned that she  could finalize this project.
Will someone receive be checking Susan's email and voice mail and physical  mail each day?
What efforts (if any) are ongoing with respect to PGE?
What about existing files?
Top Tens (Swiss Re)?
Any ISDA comparisons could  be accelerated by giving directly to attorneys.
Who will prepare reports for legal/credit meeting?
Who is entering year-end deals onto Lotus Notes?
Should Susan Bailey handle  per Carol's suggestion?
I'm sure that everyone in the group would appreciate a better understanding  of how to handle the situation.
Thanks.
Sara
Subject: Loan and Security Agreement

Can you email a copy of the "Loan and Security Agreement" to me at  sshackl@enron.com?
I can then redline suggested changes to your agreement.
Thanks.
If you need to call, I'm at (713) 853-5620.
Thanks.
Sara
Subject: Vacation Days

I would like to take the following days in February as vacation days:  February 3,4,18  Please let me know if this presents a conflict.
Thanks.
Sara
Subject: Enron South America - Project List for Brazil

I have been receiving the "Enron International Southern Cone" list of  projects (updated weekly) for the B.A.
office for quite some time.
As you  know, it covers trading Projects and Claims/Litigation/Regulatory.
Is there  a similar list prepared for projects originating in Brazil?
I would like to  recieve such a list as would the parties copied above.
Please let me know.
Regards.
Sara
Subject: Brokerage Agreements - England

We are currently updating our database of brokerage agreements for Ted  Murphy.
We only show two (2) executed agreements for ECTRIC and/or UK SPVs.
These include agreements that ECTRIC has with Fimat Futures UK Limited and  Paribas Futures, Inc.
If other such agreements have been executed, would you  please advise and send copies to Houston.
Ted will now keep a duplicate set  of agreements.
Also, would any other European locations have executed  brokerage or futures agreements?
If you have any questions, please call.
Regards.
Sara
Subject: Puget Sound Energy

ENA can confirm the transaction on our "omnibus confirmation" with one or two  minor changes (Joe:  please call me).
Also, ENA sent a draft ISDA Master Agreement to Puget Sound Energy on  3/9/99.
If you anticipate more financial trading, please let me know as we  should pursue execution of the ISDA Master Agreement.
Thanks.
Sara
Subject: Tickets for "Wit"

I have two (2) tickets for "Wit" playing at the Alley Theatre for Friday,  Feb. 11 (8 pm, Sec.
4, Row G).
Let me know if you are interested.
No  charge.
Sara
Subject: Loan and Security Agreement

Attached is a redline based upon the document generated by you.
I'm sure  there will be many items for discussion and I look forward to hearing from  you.
Regards.
Sara
Subject: "Argentine Association of Derivatives"

Happy New Year!
I was hoping you could respond to some issues raised by Enron's Argentine  commercial group.
They have told me the following:  (1)  An association known as the "Argentine Association of Derivatives" has  developed a document currently being circulated in the Argentine market for  use in the near term.
It is in Spanish and it is not an ISDA.
It is a  "short" document (i.e., much shorter than a standard ISDA Master Agreement  and ISDA Credit Support Annex).
(2)  This document is being prepared by experienced professionals.
Are you  involved in this effort?
Is ISDA involved?
Perhaps we could schedule a conference call and/or you could provide me with  an accurate account of any local activity in connection with the foregoing.
If ISDA is not being used in Argentina for commodity swaps and derivatives,  Enron needs to understand the issues and current discussions about  derivatives transactions.
I look forward to hearing from you.
Regards.
Sara
Subject: Nicor Gas Company

Let's verify that this is an IOU.
The Master should be sent to the attention  of Dave Brown and you should advise Cary of when it was sent to the  customer.
He may want a copy.
ps  Remind me to give you both copies of Tana's utility analysis.
Also,  Marie, let's talk about the utility language and circulate for comment.
Subject: ISDA Master Agreement and Credit Support Annex

Happy New Year!
Just wondering if you had an opportunity to review the CSA  and comment.
Drop me a line or call 713/853-5620.
Thanks.
Sara
Subject: ABN AMRO

I still need to revise the agreement for the bank/broker.
I need the exact  name of the lender and an addressee.
Smith Barney was sent to Steve Piasio.
Thanks.
Sara
Subject: I'm back online!

Lynn will come to my office at 9 am.
Julian will try to be here too but he  has an 8am meeting and may be late.
I can call you if you like, but just let  me know which number.
SS  P.S.
Shall I just schedule a call with you and Mark?
Subject: Conference call 1/27/00

Sorry to keep sending emails BUT my assistant just walked in and said that  you were expecting a presentation by Mark Taylor on the phone call.
To my  knowledge, Mark doesn't know anything about this call (your email of 1/17  doesn't mention Mark).
So, I'm totally confused.
If we are going to discuss  the term sheet process and related tax issues, let's do it.
If you want to  cancel because you are expecting something different, please let me know (and  advise Lynn and Julian).
Thanks.
Subject: CMS

I am finalizing the docs and we should coordinate with Julian.
You may want  to let Scott Neal know that we will need his signature.
SS
Subject: Puget Sound Energy, Inc.

Holly Krebbs just did a deal with these guys (short form) but they want to  negotiate an ISDA.
We need to send an updated form to them.
Will there be  any credit changes?
Subject: Brokerage account audit memo to be distributed by Enron North  America Corp. ("ENA")

Attached is a short letter advising subs/affiliates of ENA of existing  brokerage and futures accounts.
I thought these should be sent to the  general counsel and CFO/Treasurer of each company.
Please let me know your  comments, frequency of review, whether any other group should monitor, etc.
Each attached Exhibit will contain only a list of accounts.
I have not  included account numbers but we can do so and include any other information  you consider relevant.
Remember, the only other "brokerage account matrix"  which we have produced is a quick view of brokerage firms and Enron  companies.
Thanks.
Subject: Omnibus - Section 4 (Remedies) with respect to aggregation of  Gains, Losses and Costs

In discussing the Omnibus with outside counsel on a deal, I am not clear that  the definition of "Loss" picks up the concept of "Unpaid Amounts."
Arguably  it does (although the concept of "Unpaid Amounts" is built into the ECT  Master upon which the Omnibus was based for Early Termination for Events of  Default but not followed through entirely for Accelerated Termination Date).
My guess is that we decided that Omnibus "Loss" pv of economic loss includes  both past amounts owed/subsequent valuation.
Can you recall?
Subject: short conference call

Can we schedule a short call on Tuesday to discuss the local Argentine  derivatives issue?
I am not free at 10 - 11 am or after 2:30 pm.
Houston.
Also, have you been able to confirm whether Don is the man in charge in  Brazil?
Sara
Subject: currency hedging and "convertibility insurance"

Can you give me a little more info on this topic?
Is anyone in Houston  involved?
I just want to make certain that we haven't missed anything in the  process.
Thanks.
Sara
Subject: Conference Call on Feb. 4

FYI - I will be out of the office on Feb. 3 and 4.
Let me know if you want  to reschedule earlier.
Thanks.
Sara
Subject: I'd suggest the following:

Per our conversation with Dan F., ENA needs to understand issues related to  the distinction between "investor owned utilities" (or "IOUs") and municipal  utilities (or "municipals") in connection with derivatives activity.
In the  U.S., this distinction enables us to treat IOUs as general corporates.
Thus,  we negotiate our standard ISDA Master with an IOU, except that we add an  Additional Termination Event to prevent the IOU from taking an adverse stance  in its state public utility commission proceedings.
A copy of that  Additional Termination Event is attached for your review.
Our approach with  respect to municipals is dramatically different.
When negotiating an ISDA  Master with municipals, we use a Schedule modeled after the 1992 U.S.  Municipal Counterparty Schedule, having additional reps, the added concept of  "Incipient Illegality" and an enforceability opinion.
A copy of that  Schedule is also attached for your reference.
We would like to understand whether this distinction also exists in Canada,  and if so, in all Canadian provinces, and whether there is a distinction when  a municipal is an investor in an IOU (as we understand that the government  may assist a utility to emerge from bankruptcy).
In that regard, would you  recommend that ENA use distinct ISDA Schedules for these types of entities  and/or would you recommend specific changes to our format?
Subject: Enron Corp. ("ENE") ISDA agreements

Jeff Nogid has called about putting some ENE masters in place.
I have  already spoken with Clement about this.
ENE will be trading FX, interest  rate and equities through Gary's group.
Jeff mentioned names such as Merrill  Lynch Cap.
Services, Credit Suisse and Sumitomo.
He will obtain specific  names and contacts at the various firms and forward that information to me  and/or Shari.
We'll let you know.
Sara
Subject: San Diego Gas & Electric ("SG&E") - financial tradint

Under separate cover, I will fax to you a copy of the February 6, 1998 legal  opinion which, from my research, created the "issue"  between SG&E and Enron  North America Corp., formerly Enron Capital & Trade Resources Corp.
It might  be easiest if SD&G reissues the opinion without the qualification contained  in Paragraph 5.
Please let me know what you think.
Regards.
Sara
Subject: Australian counterparties - Guaranty in connection with ISDA Master  Swap Agreement

I am negotiating an ISDA on behalf of ENA with an Australian corporate  insisting upon a legal opinion (enforceability) with respect to the Enron  Corp. guaranty.
Is this a customary request by Australian corporates that  you would normally grant?
If so, who has issued the opinion?
I look forward  to your reply.
Regards.
Sara
Subject: Just a reminder

I'll be out of the office Feb. 3 & 4.
Carol is attending a class on Feb. 3.
Please direct inquiries to lawyers present on those two days.
Kaye Ellis knows how to reach me in Baton Rouge.
Subject: Puget Sound Energy, Inc.

I just finished neogtiating Annex A with this CP and its lawyer for the  8-month financial deal effective 2/1/00.
The CP is anxious to receive an  ISDA so that the ISDA will govern this transaction and future transactions.
Please let me know who will prepare credit (since the CP knows my phone  number and is awaiting receipt of a draft!).
Thanks.
Sara
Subject: Puget Sound Energy, Inc.

Tracy Ngo will be preparing credit for an ISDA.
The draft should be sent to  (Steve) Morus at the CP (check the green file because we've done an  omnibus).
You can insert NY law but no other omnibus changes need to be  made.
Thanks.
Sara
Subject: ISDA Master Agreement

Have you sorted through the ENE ISDA masters with Jeff Nogid?
Should I call  him again?
Anyway, it looks like another request is attached.
Sara
Subject: Tiger

Trying to set up conference call with Tiger (will advise).
Enron Corp.  lawyer out of town until tomorrow afternoon; trying to find another Corp.  lawyer to review the guaranty.
Also, received e-mail from Harvard asking  when I'd respond.
Is this just a routine request?
SS
Subject: ISDA Master Agreement

I am in the process of finalizing the ISDA and need for you to provide me  with a definition of the "Cross Border Lease"  for insertion into Paragraph  12 of the Credit Support Annex.
I will need to refer to the lease in several  places.
Thanks.
Sara
Subject: Happy Valentine's Day

Thank you, dahling, for the lovely card.
I'm thinking of you as well (but I  ALWAYS think of you).
I'll be thinking of you when I am in New York and  especially when I pass by Ferragamo.
And when I pass by Tiffany's.
I hope  your day is filled with valentines.
Love,  Sas
Subject: Holidays in Brazil

Can you please advise of legal holidays in Brazil during the remainder of  February and March?
I don't know how many days Mardi Gras/lent last.
I need  to plan future trips to Sao Paulo.
Thanks.
Sara
Subject: Re-Box

1.
At the end of the "Notice of Exercise" clause, ass"(but not both)"  2.
Instead of "Additional Provisions", insert the following:  Special Provisions:  Notwithstanding the foregoing, the exercise by the Buyer  of the option to enter into either Underlying Transaction I or Underlying  Transaction II is conditioned upon (i) the execution by the parties on or  before the Expiration Date of an ISDA Master Agreement and (ii) Enron Corp.  Risk Assessment and Control approval [of what?].
In the event that  either/both (?)
condition is not satisfied prior to the Expiration Date, this  Transaction shall terminate on such date without further action or payment  required by either party.
Subject: Trip to Argentina

I am planning a trip to BA from Feb. 27 - March 3.
The objective will be to  present derivatives training for the BA traders, meet with tax and legal  representatives and the Argentine Derivatives Association with respect to  changing tax laws, legislation, and "local" derivatives trading, and sitting  down with Mike Guerriero to establish an "action plan".
The monthly swap  calendar does not indicate other lawyers out of the office during that week.
Please note this on the group calendar.
Thanks.
Sara  P.S.
Mark - let me know if there are other issues you would like to have  addressed.
Subject: Trip to Argentina

Patricia:  Thanks very much for your quick response.
I would very much like  to solicit your help in arranging some meetings when Lynn Aven (tax) and I  visit BA in two weeks.
We definitely want to meet with one or more members  of the ADA who are responsible for drafting and implementing the new  agreement.
And your suggestion to meet with your colleague who has been  lobbying for derivatives tax legislation is one we readily accept.
Could you  possible try to schedule these for convenient times on Tuesday and Wednesday,  February 29 and March 1, respectively?
I will be out of the office tomorrow  but in next week.
Enron is closed on Monday,  February 21 for President's  Day.
Let me know if you would like to speak directly of if I can assist in  any way.
Looking forward to our visit.
Sara
Subject: Re-Box & Media News Group

Attached is the Media News draft confirm.
Paul will call about that one.
Traders will book new deal and kill prior transaction with Affiliated  Newspapers.
(notice the merger and/or name change issues????)
Subject: FYI

I'm waitlisted on the Continental flight so we may be traveling separately.
I do, however, have a room reservation at the Sheraton Towers.
Kaye can help  you.
I'm out of town tomorrow so let's regoup on Tuesday.
SS
Subject: BA trip

Lynn and I will be in BA during the week of Feb. 28 to meet with lawyers,  accountants, commercial group, etc.
Just a heads up for you.
Sara
Subject: ISDA

I don't think Marie handled yet.
Please handle and advise Brent that you are  the person working on Argentina.
Also, we can send the latest deal report  which we should discuss briefly (and the new list of addressees).
Thanks.
Sara
Subject: omnibus option template and Delano draft power confirm

Please see attahed.
Let me know if you have questions about the  option  template and please let me know if you think the Delano draft satisfies the  conversation we just had with Leslie.
Thanks.
Sara
Subject: meetings in Argentina

In connection with the trip to BA next week, I am having some problems  scheduling meetings with other consultants and would like to know whether you  have been able to schedule a meeting on Tuesday (Feb. 29) or Wednesday (March  1) with your colleagues and/or the ADA.
I would appreciate hearing from you  as quickly as possible in the morning because I already have requests to meet  on those two days.
I would obviously like to defer to your plans.
Please  call me tomorrow.
Thanks.
Sara
Subject: Meetings at Marval on March 1

Patricia:  Thanks for putting the meetings together.
In addition to Lynn  Aven and me, both Andrea Calo and Brent Hendry would like to attend.
I'm  looking forward to visiting with you next week.
Regards.
Sara
Subject: Interest Rate Issue

FYI - Shari Stack is negotiating the brokerage agreement with Banc One and  there seems to be an issue over the interest rate.
Needless to say, I have  never had any conversations with Banc One over this issue.
SS
Subject: Telephone conference

Brent, Andrea and I were hoping you might be available for a 30-minute call  on Tuesday after 5pm (BA time) or 2pm (Houston time) on Tuesday, Feb. 29.
The BA office had a meeting last Friday afternoon and has apparently set some  rather lofty goals, such as online trading for Q3, etc.
Please let me or  Brent know if you are available and/or alternative times.
Tomorrow we meet with the American Chamber of Commerce, Wed. with Marval and  the ADA and the Securities Commission, and Thursday with tax consultants.
Also, I need to talk with you about Brazil when I return.
Sami has been  diligent about forwarding deal flow information and there are a ton of  references to PPA's and SWAPS.
We are still trying to get our arms around  all the business units in Brazil to track their activity.
Have you heard  from Yao?
This international position may be right up his alley.
Sara
Subject: origination deals

Sami:  I'm concerned about the deals showing up on the origination list which  we received on Friday.
There are multiple references to swaps.
We need to  talk.
I'm in Argentina and may not make the call tomorrow because I have  meeting outside the office.
I'll try to call you tomorrow.
sara
Subject: BPAmoco Corp / Amoco Corp

I think that the reference may be in the setoff clause and the CP was trying  to exclude "other Transactions" and limit setoff to derivatives only.
Unfortunately, I don't have the form with me.
SS