postbot/aeslc_kw huggingface dataset:
Subject: confidentiality language

Richard:  Highlighted below are changes to our standard confidentiality language=20 requested by a banking counterparty to an ISDA agreement.
Would you let me= =20 know if it is acceptable?
(i) Confidentiality.
The contents of this Agreement and all other document= s=20 relating to this Agreement, and any information made available by one party= =20 or its Credit Support Provider to the other party or its Credit Support=20 Provider with respect to this Agreement is confidential and shall not be=20 disclosed to any third party (nor shall any public announcement relating to= =20 this Agreement be made by either party), except for such information (i) as= =20 may become generally available to the public, other than as a result of a= =20 disclosure in violation of the terms hereof (ii) as may be required or=20 appropriate in response to any summons, subpoena, or otherwise in connectio= n=20 with any litigation or to comply with any applicable law, order, regulation= ,=20 ruling, or accounting disclosure rule or standard, whether in response=20 thereto or upon initiation by either party in defending itself, reducing it= s=20 liability, or protecting or exercising any of its claims, rights, remedies = or=20 interests under or in connection with this Agreement or any Transaction (ii= i)=20 as may be obtained from a non-confidential source that disclosed such=20 information in a manner that did not violate its obligations to the=20 non-disclosing party or its Credit Support Provider in making such=20 disclosure, or (iv) as may be furnished to the disclosing party=01,s Affili= ates,=20 and to each of such person=01,s auditors, attorneys, advisors or lenders wh= ich=20 are required to keep the information that is disclosed in confidence.
Thanks.
=20
Subject: Enron Corp ("ENE") guaranty of Enron North America Corp.

Sharon:  With respect to the ENE form of guaranty, we will agree to delete Paragraph 4  (setoff and counterclaims) in its entirety.
This is a major concession by  ENE.
Can you now agree to the remainder of the ENE guaranty format?
Please  let me know.
Thanks.
Subject: South African trading partner

I have engaged South African counsel.
The response may take a few weeks but  your transaction can proceed prior to that time.
However, I will need some  time to refine our ISDA Schedule and learn about the counterparty.
Please  keep me up-to-date.
Thanks.
Sara  ps:  I can talk
Subject: ISDA Master Agreement with Enron North America Corp.

Dee:  I am trying to hear from credit on about four issues, namely, the legal  entity, need for First Union Corp. guaranty (due to the availability of  financials), haircut on bonds and Specified Conditions.
I would then propose  preparation of a blackline to squeeze out the remaining issues.
If I hear  from credit tomorrow (and I'm pushing), I could have the blackline by  Wednesday and we could talk.
Hopefully, we'd be done by this week.
Hope  this works.
Regards.
Subject: Commodity Futures Modernization Act of 2000

Mark:  I vote for a review of the act NOW, say the last week of February (Feb 26 -  March 2).
The ISDA seminar is the following week if that is an attraction  for the speaker.
I will give you a list of suggested issues in the next day  or so.
Have fun.
Subject: ENA arbitration language

Richard:  This is a first for me.
I received the following objection to our standard  arbitration language:  "The arbitration does not provide for expedited procedures with limited  discovery and limited live testimony.
This could take as long as in court  and cost more."
Is this a valid objection?
If so, how should we amend our language?
Or  should we be silent as to jurisdicition without waiving any objections  (venue, forum) and waive jury trial?
I look forward to hearing from you.
Thanks.
Subject: Hess Energy Trading Company, LLC ("Hess") and affiliates

Tana:  A lawyer from Amerada Hess (Dana Dellacona) will probably call you  about EOL trading.
She is interested in several trading relationships which  you can see from the email that I sent to Tanya.
Let me know if you have any  questions.
Thanks.
Subject: Lagrasta deals from the "Legal Credit List"

I think you were going to identify the Lagrasta deals after our meeting of  last Tuesday (Oct. 19).
I've done a quick review (although I'm not as  familiar with the deals as you may be) and think there are 9 deals:   Aries Resources, LLC [Classic Resources Inc.] - dropped Formosa Hydrocarbons, Inc. - Breslau also concerned Hallwood Energy Corporation HS Resources Inc. Neumin Production Co. - Breslau also concerned Titan Resources L.P. TXU Energy Trading Company (?)
Vastar Resources, Inc.  Could you please verify.
Sara
Subject: Commodity Futures Modernization Ace

Mark:    Attached is my "short version" of Eligible Contract Participant (I would  generally send to credit, new lawyer, etc.)
I am still uncertain about the  status of the Trade Option Exemption (Issue 4); I understood from the  conversation that you, Brent and I had that the old rules were out.
I have  heard a different interpretation.
What is the status of this exemption under  the new law?
Subject: blackline of master

Dee:  We are working on the blackline.
Since the "deal" that you mentioned  yesterday has no bearing on the master between ENA and FUNB, there is no  emergency at hand.
A few things to note:    (1)  regarding "Procedures for entering into Transactions,"  my suggestion is  that you consider a reasonable time period in which to respond upon receipt  of a confirmation.
It is in both parties best interest to have an executed  (and therefore enforceable) writing  This can be accomplished by under the NY  General Obligations law by our agreement as to a "deemed response" if a party  will not sign a trade confirmation.
(2)  regarding the concept of "Specified Transaction", ENA has reconsidered  the earlier concession to exclude most Termination Events as Specified  Conditions.
It is not ENA's position to unwind Transactions upon the  occurrence of these events, and, therefore, each party ought to be able to  rely upon the protections afforded it under the related provisions.
Regarding the Credit Event Upon Merger, FUNB is protected with the amendment  which we make to Section 5(b)(iv).
I hope that the blackline will resolve our outstanding issues.
Subject: ESA Legal Management Committee Meeting

Randy:  Please forgive me for missing the call this morning.
I mistakenly  thought that my 7:30 am doctor's appointment was tomorrow and not this  morning.
Just a brief update to my resport of yesterday, Lynn, Brent and I are meeting  this afternoon to discuss the Tozzini response and set plans for another trip  to Sao Paulo to meet with the lawyers and refine the review.
I'll keep you  briefed because I know that we're fast approaching year-end and Tozzini will  be in a crunch.
We can discuss as the need arises.
Also, Lynn is preparing his synopsis regarding Don's recent inquiries about  trading office locations.
Don's questions tie into the legal review of  financial trading options in general but it's a good idea to address these up  front.
Please call if you have any questions.
I promise to be back on board next  week.
Regards.
Sara
Subject: Confidentiality Agreement with Scana

Richard:  The corporate workbook reflects that the officers of Enron Credit, Inc. all  reside in the U.K.
I don't see anyone identified with a power of attorney  for executing documents in Houston.
As there may be tax issues associated with U.K. officers signing (in the U.K)  on behalf of a U.S. company, I am asking  for verification from Janine.
My suggestion is that Enron Credit Ltd. negotiate and execute the agreement  and include the usual "affiliates, representatives, etc."
who may need to  know any confidential information.
Your V.P.
's are all in London.
If Janelle confirms that it's alright for Brown, Sherriff or Seyfried to sign  for Enron Credit, Inc. from London, then we can prepare the document and have  a V.P.
sign and fax the agreement to the U.S. party.
At a minimum, though,  we should try to work from our form of NDA.
Let me know if you have any questions.
Subject: Enron Corp. guaranties

I believe that there is a general consensus that Clem needs assistance to  respond timely to  the mounting number of guaranties requested from Enron  Corp.
In speaking with Clem, it seems that any evidence of increased and  increasing business and demand for guaranties will be helpful for him to  obtain help.
Would your group be able to put together some facts and  projections which might address the continuing demand for new guaranties?
Since you are the first (and most important) point of contact for evaluating  potential business, I think that your input would be extremely valuable for  Clem to "plead his case."
Subject: Securities Loan Agreement

Anna:  Do want to prepare the Exhibits A and B or shall I?
I would like to have the  doc executed today.
Also, please forward to me a copy of the final form of  guaranty which you agreed to with Clement Abrams.
Thanks.
Subject: Bear Stearns "Securities Loan Agreement"

Tanya:  We finally agreed on the guaranty form (the cap is $25 million) and are about  ready to execute the actual agreement.
I have one question:  in the ISDA  world, we use "cost of funds plus 1%" as the default interest rate.
The Bear  document provides:  "...interest thereon at a rate equal to (A) in the case of purchases of  Foreign Securities, LIBOR, (B) in the case of purchases of any other  securities (or other amounts, if any, due to Lender hereunder), the Federal  Funds Rate or (C) such other rate as may be specified in Schedule B, in each  case as such rate fluctuates from day to day, from the date of such purchase  until the date of payment of such excess."
What is your preference:  Bear's standard language or do you want to specify  another rate?
Subject: ANZ Bank email information

Sam:  the addressee for the guaranty is :  mmidden@anz.com            (his  name is Michael Midden)  The message is :  Attached for your immediate review is the form of Enron  Corp. ("Enron") guaranty which would be utilized to guaranty all financial  trading obligations pursuant to an ISDA Master Agreement and transactions  thereunder which would be entered into between Enron North America Corp. and  ANZ Bank.
Jason Williams (in Enron's risk control group) asked that you  receive a copy of Enron's form of guaranty if you had not already received  one.
We are in the process of preparing a draft ISDA Master Agreement  and  will forward it to you next week.
Please let us know if you have any  questions.
Please copy Jay Williams and me.
Thanks and sorry for such short notice.
Subject: Representative Agreement between Enron Japan Corp. and Enron North  America Corp. (the "Services Agreement")

Jane:  Susan is trying to revise the Services Agreement once again and the  "governing law" issue was raised.
I do not have any memoranda addressing  which choice of law would be binding on Enron Japan Corp.
However, I note  that the draft ISDA marked by our Japanese counsel for use by Enron Japan  Corp. and IBJ elects New York law (AA email to me dated 9/21/00).
Are either  Texas or New York law preferable for the Services Agreement?
Thanks for your assistance.
Regards.
Subject: Deseret

We need the revised confirm now.
I'd like to review it when you're done.
I  sent the legal opinion draft to Deseret yesterday and they are sending their  draft back shortly  (I received a fax from them at 9:30 am today).
Thanks.
SS  Mike:  Do you want to see our legal opinion draft and/or Deseret's draft  opinion to be sent shortly?
Subject: Financial Trading in Brazil

AFAC and Marcelo:  We are in the process of reviewing the Comparative Chart  and attached memorandum and will soon provide a list of remaining issues  which Enron North America and South America would like to have addressed.
We  are also attempting to identify specific types of transactions which may be  required to hedge Enron risk in Brazil before 12/31/99.
For planning  purposes, the "group" would like to meet with you in Sao Paulo during the  week of November 28.
We are hoping that you may be able to accomodate us  on  November 30 (Tuesday), December 1 (Wednesday) or December 2 (Thursday).
Please let us hear from you.
Regards.
Sara
Subject: EOL tax reps

Susan:  The internal EOL FX products will be opened up to third parties shortly.
I'm  reviewing the GTC's.
With respect to the tax reps which are incorporated  into the GTC's, I think we need a "universal" rep since the products could be  traded by parties residing anywhere in the world.
I believe that the first  week in March is the target EOL date.
Can you prepare the tax rep section for the GTC's?
I am not aware of any  other EOL product having this type of rep but I am not familiar with the  totality of EOL products.
Please call me if you have any questions.
Thanks.
Subject: Merrill Lynch International Bank Ltd.

Stephanie:  I have the blue file in my office and a marked version of the ENE guaranty.
However, we are missing the recent assisgnment from the NY office to London  which you and I discussed last week.
I was waiting for you to figure out  whether the assignment is MIA.
SS
Subject: Enron Credit Inc.

Janine:  Congratulations on your promotion!
I need an update on the back-office relationship between Enron Credit Inc.  (ECI) and Enron Credit Ltd. (ECL) Does London confirm the ECI trades?
If so,  I assume there is a power of attorney from ECI to someone in London.
Or will  ECI trades be confirmed in the U.S.?
I received a call from someone in London inquiring as to whether Greg Whalley  could sign for ENA because he was in London.
I believe this was in relation  to the credit business.
Are U.K. traders booking credit deals in the name of  ENA or is this some type of back-office function performed on behalf of ENA?
Any reason not to use ECI or ECL  here?
Also, can you send a copy of the services agreement (if any) between any  companies performing services on behalf of either ECI or ECL?
Thanks.
Subject: Securities Loan Agreement

Anna:  I just received your voice mail.
The package (including the Enron Corp.  guaranty) has already gone out via Federal Express to your attention.
You  should receive it tomorrow.
Also, Enron North America Corp. would like to assign the agreement to Enron  Credit Inc. (a Delaware corporation).
Would you like for me to prepare the  assignment or shall I?
Please advise.
Thanks.
Subject: J.P. Morgan Futures Inc.

Sam:  There are now two entries for J.P. Morgan Futures, Inc.
I didn't  realize that you had entered an agreement.
I didn't want to delete your  entry but I don't understand what you entered.
Is it a futures agreement?
I  am negotiating the futures agreement.
Also, the email address you entered is  incorrect.
Please help.
Subject: Futures Agreement

Thomas:  Attached is a redline of the Client Agreement.
I know that Gary Hickerson  will be meeting with J P Morgan early next week and would like to have this  agreed.
Please advise as to what attorney will review my comments and put me  in touch with that person today.
Please let me know if you have any  questions.
Thanks.
Subject: Meeting in Houston

Janine:  I would like to meet with you (and Guenther) regarding two topics:  (1)  softs trading (together with Bob Bruce)  (2)  credit trading (do we need anyone else?)
Either of Tuesday or Friday morning works fine.
Let me propose 9 am Tuesday  for softs and 10 am for credit (and I am flexible).
Bob and I are located  only several offices apart on the 38th floor of the Enron building.
We look forward to hearing from you.
Subject: Repo comments

Marcelo:  Attached are my comments to your initial draft of Appendix C to the Canadian  form of repo agreement.
Please note the following:  (1)  You attached "Annex II" to the end of Appendix C.  That annex came from  the US repo with Merrill.
The information should actually be incorporated  into "Appendix A" of your repo agreement.
(2)  I am waiting to hear internally regarding substitution and a default  issue.
(3)  Please let me know if we have any issues on the Appendix C (and add a  reference to Appendix C at the end of your printed form).
We should be ready to execute shortly.
Thanks.
Subject: Goldman Sachs International - Terms of Business Letter

Cheryl:  Goldman is one of the brokers "messed up" in Lotus Notes.
I had given you  the files some time ago with my comments.
I think it would make sense for us  to sort through Goldman for all affiliated companies.
I don't see an  agreement in Lotus Notes for ECT Inv.
and Goldman Int'l.
Subject: agreement update

(1) The ENA Securities Loan Agreement/ENE Guaranty was received by Bear on  2/22.
Bear is preparing a form of assignment from ENA to Enron Credit Inc.  (2)  JP Morgan sending comments to Futures Agreement  (3)  I am reviewing Chase custody agreement.
I need info on a legal contact  at Chase.
(4)  ML Canada repo.
Waiting for response.
(4)  Enron Credit Inc. accounts.
Preparing form of assignment for all three  accounts.
Cheryl opening the accounts.
NOTE:  In general, Cheryl will be  responsible for opening accounts.
Subject: Electric Business Understanding - Nov. 16

I have registered for this one day class.
I was unable to secure a place in  the "Structuring Power Transacations" class for Nov. 10 and 11 and I am  waitlisted.
Sara
Subject: futures agreement

Corinne:  I just sent you a fax re:  arbitration.
I have not heard from your salesperson re:  interest schedule for debit rate  (Sec.
2) and credit rate (Sec.
6).
Thanks.
Subject: JPM's interest schedule

Sheila:  Regarding the JP Morgan ("JP") Futures Agreement, please see the  attached for debit and credit rates which JP charges its customers.
I asked  for (1) agreed to overnight rate for debit rate and (2) Fed Funds for  interest rate.
Please let me know if you are agreeable to the attached  rates.
SS
Subject: Chase custody account

Paul:  Laurel Adams told me that you would provide me with a name and phone number  of someone at Chase for purposes of negotiating the global custody account.
Do you have any information?
Thanks.
Subject: ISDA Master Agreement

Mara:  Are we done?
I don't think we have heard from you about the master?
Can we go ahead and have the guaranty executed?
I don't think we have any  outstanding issues.
Subject: R.V.I. Guaranty Co., Ltd., a Bermuda reinsurance company and  Continental Insurance Company

Is anyone familiar with an ISDA Master Agreement executed between ENA and the  above company?
I have received a Security Agreement executed by this party  seeking ENA's signature and the document references the Endorsement (to a  policy  - what policy?)
issued to ENA on 10/19/00 which defines the ISDA  agreement.
This could be related to credit activity in London.
I am waiting  to hear from Jeff Kinneman and Denis O'Connell.
Subject: TVA's Response to the ISDA Agreement

Frank:   Did you ever send out comments on TVA?
I didn't see an update in Lotus  Notes.
Please let me know as I would like to call Joe back.
Subject: Bear Stearns

Are the two electronic trading agreements for ENA and ECT Investments with  different Bear entities?
I am currently revising the institutional account agreement for ENA as part  of my negotiation of the Securities Loan Agreement.
I don't want to "trip  over" the two referenced agreements.
Subject: Financial Trading in Brazil

Before my next meeting with the Tozzini lawyers this month, I would like to  create a list of SPECIFIC products for managing Enron's Brazilian risk.
Bruce Harris is creating a list which he will forward to you shortly.
Please  review this list, comment and identify any products required for trading  prior to December 31, 1999.
Please let me hear from you if you would like to  discuss any issues in particular.
Thanks.
Sara
Subject: London/Singapore credit

What person(s) in London prepares credit for the English and Singapore  financial transactions?
At some point in the not so distant future, the  Houson and London credit departments need to speak in order that each  understands the "philosophy" behind credit analysis for the omnibus and  master transactions.
I look forward to hearing from you.
Regards.
Sara  ps  Congrats on your promotion!
I didn't have a chance to speak with you  after the offsite to shake your hand.
Hope you enjoyed your weekend in  Houston.
Subject: forward confirmations

Pat:  I've  finished reviewing the confirms and am missing the following FX  confirmations:  (1)  National Bank of Canada  4/25/01 maturity  (2)  Comerica   4/17/01 maturity  (2)  Scotia Bank   maturities for 5/8/01, 6/8/01, 7/8/01 and 8/8/01  Also, if you have added more transactions beyond your January 31, 2001  summary, we would like copies.
Other than with respect to the two Forward Extras with Bank of America, are  there any restrictions in your credit agreements with the various banks that  require notice and/or consent (with respect to forward positions) when there  is a change of ownership, etc.
(as to Daishowa)?
Subject: Hess Energy Trading Company, LLC ("Hess") and affiliates

Hi, Tanya:  I received another call from Dana Dellacona at Hess asking about online and  offline trading.
I'll direct her once again to Tana for online trading.
I'll ask her again to describe the products they want to trade.
Will you evaluate?
Subject: IOU's and "Additional Event of Default"

Mark:  I just received a copy of my "IOU/municipal" chart from last year with  an undated note from you about our omnibus format/IOU's.
I would like to  speak with you especially since I'm speaking with credit about municipals on  Wednesday.
As a practical matter, I'm not sure whether we even transact with utilities  on the omnibus.
Perhaps Tana can answer the question as to online trading  and the confirmation desk as to offline trading.
Secondly, I'm not sure how  often the Additional Event of Default is successfully negotiated into the  ISDA Agreement.
The latter point might be worth an email to the lawyers.
Do you have a few minutes today?
Subject: Non-ISDA Master CP's

Attached is a list of high volume "old" ECT Masters which was obtained from  the confirmation desk.
Many of them appeared on our working list from last  year.
Tanya:  We have enough legal help to pursue the names on the list.
Would you  like to prioritize or amend?
Subject: ENRON MIRANT SOCO ISDA AMENDMENT LTR MIR LCMTS.DOC

Frank:  FYI.
Let's tell her that we can execute the :  (1)  letter (2)  the separate ISDA amendment (3) our understanding (together with Vastar's) of the "old" guaranty.
I have a doctor's appointment at noon but I'll be back afterwards.
Subject: Enron Credit Inc.

Richard:  Does Enron Credit Inc. have U.S. resident officers/directors?
Cheryl Nelson  is trying to set up three U.S. brokerage accounts and needs signatories.
Please let Cheryl know.
Thanks.
Subject: amending ISDA Masters

Tanya:  I have been reviewing some of Gary Hickerson's older master agreements which  may require amending (to provide for multibranch transactions).
I wanted to  verify which master we are relying on for UBS AG.
The files are a little  confusing but it appears that we use the May 31, 1993  Swiss Bank Corporation  master (and not the March 15, 1994 master with Union Bank of Switzerland).
Do you have any recollection of this?
Subject: Assignment of trades

Hi, Steve:  We am preparing a form of assignment from ECT Investments, Inc. in favor of  Enron North America Corp. whch will transfer several credit derivative  Transactions.
I anticipate an attachment to the assignment which will  identify the trades.
I believe that Bill Bradford (Ernon) and Mark  Tarkington have discussed these trades and Bill is sending me the list.
Please let me know that you are aware of this request.
Thanks.
Subject: equity trading in the U.K.

Paul:  Just checking to see if you are the lawyer monitoring equity trading in the  U.K.
I am charged with the oversight of Gary Hickerson's equity activity  here in Houston and I want to coordinate with the London lawyer.
Please  advise.
Also, I heard that you were recently married.
Congratulations!