postbot/aeslc_kw huggingface dataset:
Subject: Summary of  WSPP meeting

Listening in by phone is so much better than traveling to these meetings.
It greatly reduces one's exposure to the toxins of this process.
1.
A learned expert on Secured Transactions  from Mike's firm gave an opening address on the principles of granting and receiving the grantation of security interests.
Almost completely irrelevant.
The guy up and suggested that for a given transaction, the parties might consider giving a security interest in an office building, ie.real estate,  as collateral.
2.
A cannabalized EEI Credit Support Annex  was tabled by Deedee Russo of Reliant and muddled through.
The format was typically:      Mike:  "Okay guys, why don't you explain to me what you want."
Member:  "We think we need this...blah blah blah, "    Mike:  "Okay, we'll put that into our next draft and have a conference call in December and a meeting in   January and remember, none of this is binding, its all optional."
3.
At the very end, a lawyer from PacifiCorp managed to raise the vital issue and Mike got his hackles up very quickly.
The PacifiCorp guy was basically saying that the WSPP was becoming more and more like the EEI and that this made it more and more difficult for parties to decide which agreement to use.
His implication was that the WSPP should try to remain different or throw in the towel and be just like the EEI.
Small reacted from a position of religion, dogmatically and loudly asserting that the two agreements were fundamentally different.
Here is where he left himself open to the shining light of rational analysis:  if someone, had the time,  and we thought it mattered enough, the approach to take would be this:    Dispassionate Spokesperson:  A question has been raised:  is the WSPP agreement becoming more or less like the EEI?
To fairly answer this question one needs to look at all the changes that have been made by  the WSPP in the last three years, comparing each change to the EEI agreement.
(prepare comparison document).
If we look at the evidence do we see convergence or divergence?
The answer will be overwhelmingly convergence.
If this objective study could be placed before the "Membership" it would speak for itself.
Nobody would have to utter a word.
The comparison document would do the job.
If we are going to bother playing with these guys, this is what we should do.
It would take some time, but if we circulated it to the membership and then merely raised the question of future direction, we might deal this tedious process a mortal blow.
Believe it or not, the solution to  this process is to follow the same process that went on when the King James Bible was put together in 1611.
Various scholars took various views on how various Hebrew passages should be translated, and it took a committee of draftsmen, appointed and sent to Geneva  by King James  to pound out the form that has stood the test of time for centuries.
The Joint Drafting Committee's time on the historical stage is finally arriving.
I am going to talk to this Pacificorp fellow and Brenda Anderson at BPA and see what happens.
----cgy
Subject: Adoption Agreement Applicable to Power Masters

In an effort to promote consistency of approach, the attached Adoption agreement contains a few modifications and drafting notes that should make your due diligence review task easier at least as regards affilitat matters.
I have reviewed the conceptual changes in this form with Travis and Marcus and are in agreement with the changes.
If you have been fortunate enough to complete any Adoption Agreements at this time, I am not asking you to go back and make revisions; however, any new documents should be drafted taking into account the information and changes contained in the attached.
Please call if you have any questions.
Subject: Power Receivables Financing: Master Netting with AEP

Re power receivables facility:  The following are the counterparties designated in the draft Master Netting Agreement under negotiation with AEP, which could be executed as soon as [late] this afternoon.
All other power trading affiliates of Enron and AEP, if any, are intended to be excluded from the agreement, though this is still under discussion.
Please contact Elizabeth Sager or me with any questions.
AEP ENERGY SERVICES, INC. AMERICAN ELECTRIC POWER SERVICE CORPORATION
Subject: EEI Comments

Liz: Here is a summary of comments I have not yet incorporated:  1.
Fritz raised the point that if Fixed Independent Amount is selected then both parties could be posting collateral.
If this occurs, he thinks that only Sections 6, 7 and 9 should apply but that Sections 3 and 4 should not.
2.
In clause (b) of the definition of Exposure, should we add language at the end that says:  "when such sum is a positive value, and when such sum is a negative value it represents, conversely, Exposure of Party Y to Party X.
3.
Fritz wanted to eliminate the "demand" requirement in Section 4 and make collateral posting automatic.
4.
Should we eliminate the consent requirement in the last sentence of Section 5(a) (reducing LC's)?
5.
Reliant wanted to delete the "mid point" language in the definition of Current mark to Market value.
6.
Reliant wants to add to Section 6(b)(iii) the phrase "Secured Party notifies the Pledging party as to the" after the 1 and 5 day triggers such that the delivery requirement begins after notice.
7.
Reliant wants to extend the time frames in Section 8.
8.
AEP wants to limit the definition of Credit Rating Event to a ratings drop only.
9.
AEP wants to add language to the definition of Letter of Credit that requires it to be acceptable to the Secured Party.
I will forward to you PacifiCorp's and Duke's comments as I found most of them to be problematic.
Subject: AEP Master Netting Agr

Lech - A high priority Master Netting and Setoff Agreement (see attached) is in the late stages of negotiation with the below-referenced AEP affiliates.
The agreement is currently intended to be limited to masters/ transactions between ENA &/or EPMI and two major AEP trading affiliates, American Electric Power Service Corporation as Agent for the AEP Operating Companies ("AEP") and AEP Energy Services, Inc. ("AEPESI").
The Netting Agreement explicitly identifies enabling agreements between those entities relating to trading physical gas, physical power, and financial swaps.
Earlier today the Enron Credit group indicated that ENA trades (using GTCs) physical coal and physical synfuel with American Electric Power Service Corporation.
Please contact me with any questions.
-- David
Subject: MidAmerican draft finalized EEI docs

Wendy -- As discussed.
MidAm is anxious to get this EEI in place, and you had indicated the open power trades are not a large exposure (SeeAtttachement A below).
Enron's triangular set-off is installed in 5.6, not the EEI's square set-off in the 5.6 B election.
Please help assure that execution of this fits into the larger credit picture as well.
--David
Subject: Monday's Meeting

Andy: I would like to participate by phone in Monday's meeting.
Could you please give me a number to call into and a time?
Thanks.
Subject: Scheduling

My brother just called, and my dad has just been admitted to the hospital for a heart problem.
There is a good chance that they will operate tomorrow or the next day.
If they do, then I will need to go to Ft. Worth for a couple of days.
I'll keep you posted.
Kay
Subject: MISO Registration

Elizabeth,  Attached please find some contractual documents related to the Midwest ISO and our ability to take service under their OATT.
I need to have them reviewed as well as get some aid completing them.
I have attempted to complete as much of the documents as possible.
Can you please task someone to look at these as soon as possible?
The MISO is expected to start offering service on November 15.
Unfortunately, they have not given us a lot of lead time on this.
I have already been working with Ed Sacks and Leslie Reeves to deal with credit and billing issues, but now have collected much of the information and need to get the documents reviewed.
Thanks for your help.
One annoying problem with Sections 3-7 - they are in Adobe Acrobat, and can only be edited with Acrobat Writer.
I have tried getting the editable originals from MISO, but have not had a lot of luck.
I just placed another call to them to request them again.
Please call me if you have any questions.
Subject: From the ENE/DYG Q&A on Enron's website

Whoever wrote question number four clearly has a sense of humor.
Will any Enron executives have a role in the combined company's senior management team?
Yes, Greg Whalley will serve as Executive Vice President and will join Dynegy's Office of the Chairman when the transaction closes.
What happens to Ken Lay?
Ken Lay will remain as Chairman and CEO of Enron until the transaction closes.
He will not join the Dynegy Office of the Chairman.
Will Enron complete its new building?
Yes.
Is Enron's vision still to be the world's leading company?
Enron's vision will be revisited once the companies are merged.
Will this affect Enron's innovation?
A key strength of Enron and Dynegy has been their employees' innovation and we expect this to continue.
Subject: SRP

Tracy: Could you please e-mail to the group the 11/8 letter that you sent to Mark Russell at SRP.
We received a letter on 11/9 stating that they disagreed with our assertion that SRTP's request for additional collateral is subject to the disputes resolution section of the Agreement.
Who is handling this on the legal side?
Subject: HYDA +3

Hall Yoder Daily Assessment Index for Monday, November 12, 2001:   +3  A number of relatively positive factors are offset by the single negative factor that the good old days are forever gone.
The free fall seems to have ended.
Lots of cash is coming in.
Portland office is apparently to be spared a misery that  Houston will not be so fortunate as to escape,  and is given a clear message to resume work as usual.
Street Oracle  carping and whining at low level of hysteria.
Perhaps a key subliminal message can be divined from the fact that Tim went to Houston carrying  full documentation and prepared to hand in all of his expense reports, but came back without having turned anything in at all,   flying back home on the jetstream,  much like the single crow that sailed by today,  heading due north high above the center of the Willamette, as though it knew exactly where it was going.
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Subject: EEI Contract/Future Meetings

Members, Drafting Group:   Following Monday's meeting, I would like to confirm the meeting dates that  we discussed for 4 future Contract Group activities:   December 6, 2001.
- Executive/Drafting Committee  - Discuss RTO Products.WSPP, Canadian Update.
Mitch Dutton has confirmed that the Executive/Drafting Committee can meet  in AEP's offices in Columbus, 28th floor Conference Room.
Let's start at  10:30 unless we find that your planes get in much earlier.
Mitch will provide address, transportation information from the airport and  building access information (as well as Columbus' best lunchl).
Please RSVP to Cynthia Trueheart, Ed's assistant, (202) 508 5619 (or  by replying to this message) and include your arrival and departure times so we  can set precise meeting times.
February 5 or 7, 2002.- Working Group meeting to  present the Collateral Annex, and other pending issues    EEI's Offices have space for up to 100 people.
Do you have any  preference for February 5 (Tuesday) or 7 (Thursday)?
Let Cynthia know.
May 2, 2002.
Training Seminar in conjunction with  EEI Legal Conference.
Bishops' Lodge, Santa Fe.
NM.
The Legal Conference begins with a reception Wednesday evening, May 1 and  continues through Saturday, May 4.
We would devote the first full day, May  2, to Contract issues, including a Trading Basics review and more in-depth  discussion of the Collateral Annex, new RTO Products and a Canadian annex.
While rooms at Bishop's Lodge are limited, we are looking into nearby hotels for  additional rooms.
June 3 or 4, 2002.
Executive/Drafting Committee  meets during EEI Convention.
The EEI Convention takes place Sunday June 2 thru Tuesday June 4 at the  Boston Marriorr Copley Place Hotel.
the Convention is open to the public,  includes many interesting presentatons, a large trade show and a very nice party  on the last night.
EEI also conducts members-only business meetings in  between conventino events.
It attracts over 1000 people.
We can easily meet there.
I will most likely have the most free time on  Tuesday, June 4, but will confirm that shortly.
Canadian Issues.
Hans  Konow, President of the Canadian Electric Association, is very interested in  participating in the development of a Canadian Annex to the EEI  Contract.
CEA is usually ery easy to work with and would play the same role as EEI and  NEMA did in the initial stages - bring together interested parties and serve as  a neutral.
I expect to hear back from his staff soon.
Your TO DOs:  Please RSVP for the Dec. 6 meeting  in Columbus with arrival and departure times and indicate whether you prefer  February 5 or 7 for a Working Group meeting.
Subject: EEI Agreement

Elizabeth,  As a follow-up to our discusion on Monday and my voice-mail this morning, and the two voice-mails I have left for Marcus today, I thought I would try this method of communication as well.
I'd like to wrap up the EEI Agreement between us as soon as possible, and would be grateful if either you or Marcus would give me a call.
I understand that you must still be very busy, but I hope that either you or Marcus will find the time to give me a call.
Thanks,
Subject: Dynegy

Attached is an amendment to the ENA/ Dynegy agreement regarding the Sithe deal.
It may require some clean-up but if you  would please consider whether this meets the objectives of cross defaulting ENA's payment obligations under the Letter Agreement and netting and setoff with the Master Netting Agreement.
Please call me with your comments as soon as possible.
Thanks!
Subject: HYDA  +1

The Hall-Yoder Daily Assessment Index for Tuesday, November 13 and Wednesday, November 14, 2001:  +1  We are finding new footing after a time of  floundering in quicksand.
The solidification of the sense that there is not going to be a quick recovery,  high level remarks about keeping Enron's trading talent intact, and encounters with counterparties like Seattle and Snohomish who seem to take a kind of nonplussed (clueless?)
view of the whole situation, all suggest that the storm may be over and we are going to be able to gird up for a long steady march to a different promised land,  Houston toxins notwithstanding.
In the morning, the crow community seemed harassed by the strong winds and were seen heading up river in a southerly direction, while the afternoon provided a view of a large raptor, some kind of hawk, or perhaps an osprey, circling high above the city's downtown core.
Subject: Dynegy vs. ComEd (EL02-6) -- further info

As I mentioned in my previous e-mail, on October 17 Dynegy filed a complaint against ComEd.
This proceeding may be of particular interest to Enron given EES's plans to offer physical delivery in Illinois in early 2002.
I've outlined Dynegy's principal arguments below.
Dynegy requested fast-track processing, so any intervention and comments we file are due Friday, Oct. 26.
In order to file a timely intervention (and meaningful comments, if we decide to comment), I need to know your thoughts on this as soon as possible.
Elizabeth and Harlan, I'm copying you because I would especially like to know what you think of Dynegy's characterization of the Firm LD product.
Main argument: Dynegy challenges ComEd's published Business Practice that allows "marketer firm" (Firm LD) contracts to be designated as Network Resources.
Dynegy argues that this practice conflicts with the OATT provisions that 1) Network Resources are generation "owned, purchased or leased by the Network Customer designated to serve Network Load," and 2) a Network Customer "must demonstrate that it owns or has committed to purchase generation pursuant to an executed contract" in order to designate a Network Resource.
Dynegy's theory on why Firm LD should not be a Network Resource:  	- permits designation of network resources that are committed for sale to others, creating reliability problems 	- Firm LD under the EEI contract is not capacity-backed, nor is it a commitment to purchase generation 	- allows transmission customers to get the advantage of generation capacity without actually paying the cost of that capacity 	- since retail providers are allowed to rely on "over-the-counter" firm instead of securing long-term contracts, adequate reserves are not being carried to serve retail load 	 Dynegy claims that ComEd's practice has deprived DMG of payments for capacity and the ability to earn revenues for capacity properly designated as network resources.
It cites specific instances in which ComEd has accepted transmission reservation requests from New Energy and Cilco in which these parties designated Illinois Power as a network resource, when only a Firm LD contracts were in place with IP.
Subject: Sierra Pacific Power/Nevada Power

Elizabeth,  Background: On Wednesday, October 10, the NPUC voted to authorize its General Counsel to seek to void or renegotiate certain SPP/NP long-term power contracts by either going to court or filing a complaint at FERC.
According to the utilities, the contracts are out-of-the-money by approximately $800 million.
Enclosed, you'll find.
.
.
.
:  Attached is a spreadsheet showing all of the physical Enron-SPP/NP deals that are (1) currently flowing or (2) scheduled for future delivery.
I have left off transactions that have been completed because the tenor of SPP/NP's statements indicates that they are seeking prospective relief, not refunds.
I am also going to fax to you two pages showing our credit exposure to SPP and NP.
Worst case, back of the envelope, we are looking at approximately $400 million in MTM exposure for all deals.
However, the prices under these deals range from $27.50/MWh to $311/MWh (the $3.60 deal is for transmission).
It's extremely unlikely that FERC would (1) void every transaction or (2) reduce the price for every deal to $0.
Therefore, the true amount at risk is less than $400 million.
Bottom line:  All in all, I think the risk of FERC undoing these transactions is unlikely for the following reasons:  1.
The ALJ in the Pacific Northwest refund case rejected claims for refunds of bilateral transactions because (1) the non-California long-term market was competitive, and (2) because of the concern about "ripple" claims.
Although the Commission has not yet adopted the ALJ's recommendation, I expect they will because it's the path of least resistance and has popular support.
2.
SPP/NP is the only party arguing that the Southwest market is uncompetitive.
This aspect was fatal to the Pacific Northwest claims because the majority of the market did not want refunds.
3.
SPP/NP was not required to buy power under these contracts----unlike the California utilities, which were required to buy from the PX.
Presumably, these were the lowest prices available at the time.
Subject: dynegy letter re sithe

harlan: for forwarding to dynegy  the framework re the sithe letter: 1.added cross default to master netting agreement.
2.added acceleration of ena's payment obligations in the event of default by enron parties under the master and close-out by the dynegy parties.
3.added set off right to dynegy parties if they end up owing under the master to the remaining payment obligations of ena.
re the master netting agreement which you will send: 1. added cross default to ena's payment obligations under the sithe letter.
2. added set off right to dynegy parties like in 3. above.
Subject: Vacation Carryover

Margo, Elizabeth Sager has approved a total of 64 hours of vacation to carry-over to 2002 for Genia FitzGerald.
The breakdown is as follows.
40 hours - Supervisor approval not needed 24 hours - Approved by Elizabeth Sager (11/15/01)  Please make sure Genia's file reflects this change.
Should you have any questions, please do not hesitate to contact me.
Thanks.
Subject: AOS

Christmas is almost here.
Our class will give a gift to Miss.
Post and the enrichment teachers.
If you would like to donate $10 toward this we would gladly put $5 in the first grade pool, this goes toward gift certificates for the enrichment teachers and the coaches.
The other $5 goes toward a personalized platter or bowl that our class will create with Jean Heck.
Please send cash or a check to Jane Pefanis care of Nick Pefanis by December 1st.
Don't forget our Christmas party Dec. 19th at 2:15pm.
The Chair for the party is Morgan, the snacks are Sager and Cox, drinks are Schwartz, paper products are Morgan, the activity is Buckstaff, and our photographer is Harris.
Have a great Thanksgiving!
Jane
Subject: Conference Call re: Transition of Into Product to MISO

Attached please find a copy of the memo from F. Mitchell Dutton regarding Into Product Definition and Formation of Regional Transmission Organization for the 5:00 p.m. (EST) Conference call today.
Please contact Mitch Dutton at (614) 223-1605 or myself at (614) 324-6843 if you have any questions or comments.
(See attached file: 87712.DOC)  Thank you,
Subject: Alice's Going Away

Everyone,  We are trying to plan a going away luncheon for Alice on Tuesday, November 27th and it would be helpful if each of you could tell me whether or not you would be able to attend.
As soon as I get a head count I will let you know the time and place.
Thanks,
Subject: Hotel Reservations

If you are planning to attend the December 6, 2001 Drafting Committee meeting here in Columbus, Ohio and have not already made your hotel reservations please do so as soon as possible in order to get the discount AEP rate.
Their discount rate for AEP is $92 per night plus tax.
Apparently, they only have so many rooms with the discount rate.
The hotel is Courtyard by Marriott - Downtown, 35 W. Spring St., Columbus, Ohio 43215, (614) 228-3200.
I will be checking other hotels in the area to find out about discount rates and forward to you the information.
Please forward any names of individuals that you know will be attending the meeting who are not listed.
Please contact me if you have any questions.
Thank you,
Subject: Regulation M-A

Attached hereto is a memorandum outlining the requirements of Regulation M-A with respect to communications regarding the Enron/Dynegy merger.
In general, Regulation M-A requires that all written communications made by Enron that could be viewed as soliciting support for the merger and are sent to stockholders must be filed with the SEC on the date of first use and must contain the legend set out in the attached memo.
This memo was distributed today to the attendees at Steve Kean's daily 10:30 meeting.
If you have any questions concerning the attached, please contact me at ext.
33448 or Elizabeth Sager at ext.
36349.
Thanks, Anne.