postbot/aeslc_kw huggingface dataset:
Subject: Schedule Info`

Susan: Please e-mail to Rob Rieth the information he needs to complete Part 5,  Section (n) of the ISDA Schedule (wire transfer info).
Rob,  With respect to Paragraph 13 (n) of the CSA Schedule, I think that we have  already dealt with that in Paragraph 13 (l).
Carol
Subject: Class Confirmation - Wellhead to Burner Tip

Mark and Taffy: I went ahead and registered for this and another class (ENA Orientation) to  save a spot for Samantha.
We have until June 8th to cancel.
Carol
Subject: New Drafts

Maria: Could you please send me a redline of the Guaranty Agreements and LC (either  by fax or e-mail) that crosses through and/or underlines the changes that  were made?
Also, please send me a redline (either by fax or e-mail) of both  the CSA (when it is ready) and ISDA Schedules that underlines or crosses  through the changes that were made so that I can sign off on this.
The fax  that I received did not indicate all chnages that were made in this way.
Thanks.
Subject: FINAL Comments

Adele and Maria: Here are my final comments:  1.
In the ISDA Schedule, Part 4, Section (f)(iii), we cannot accept a 30 day  waiting period.
Why can't the Guaranty be furnished when the Reorg becomes  effective?
2.
In each Guaranty, there is an extra zero in the "cap" amount.
3.
In the PSE&G Guaranty, the Counterparty notice section should be just like  what is in the Master for primary notices and copies.
4.
In the LC, in the new language on the second page, change Uniform Customs  to UCP.
That's all I have.
Subject to resolving point #1, please e-mail to me the  Enron Guaranty and please coordinate with Susan Flynn on getting final  versions executed and obtaining other closing items.
I will review your  opinion shortly.
Subject: Enron Guaranty

Maria: I think that 2 minor chnages need to be made to the Enron Guaranty and  probably the PSE&G Guaranty:  1.
Change in the first paragraph "Enron North America Corp., a Delaware  corporation to Enron North America Corp., a Delaware corporation and its  successors and assigns  2.
In the definition of "Agreement" include language that would pick up  amendments, supplements, replacements and restatements thereof so its reads  :"such ISDA Master Agreement, together with each Confirmation exchanged  between the parties thereto and together with any and all amendments,  supplements, replacements and restatements thereof, hereinafter the  "Agreement")  Let me know if you have a problem with this.
Subject: Amendments from Stacy Dickson - Resending, 1st attempt failed

Fred: Here is what we sent to Harry Stout.
Lisa has been requesting from them a  copy of the pleadings to make sure that all of our requested changes have  been made and as of yesterday, I don't think that she had received anything.
I will keep you posted on the status of these amendments.
Lisa is the best  person to advise you on the status of the bankruptcy proceedings and the  timing of getting an order signed so that you can commence trading.
Carol
Subject: Energy One Ventures

Russell: I have left repeated voice mail messages with Katie Flaherty, their attorney,  and received no response.
I think that someone needs to make a commercial  call so that we can resolve the issues raised in  my 4/28 letter.
Carol
Subject: Midland Cogeneration Venture LP

Dave: The above counterparty has requested the following changes to the ETA:  1.
Make the reps in section 2(d) reciprocal  2.
Make the assignment provision in Section 6(b) reciprocal  3.
In Section 6(c), insert the word "its" between the words "all" and "third".
Please advise.
Carol   3.
Subject: Global Contracts Meeting

Tana: Could you please talk to Anthony about the need for video conferencing as he  mentioned something to Suzanne about needing that and let Suzanne know if we  will be hooking anyone else in and if so, who and how?
Alos, does a total of  20 people (which includes our group) sound right to you?
Finally, what time  do you want to start?
We have the room from 11:30 to 2?
Please let Suzanne  know the above details.
Thanks.
Carol
Subject: Jason Peters

David: Just wanted to let you know that Jason is doing a fantastic job helping us  out!
He is eager and willing to do whatever we give him and a quick  learner.
You made an excellent choice and we appreciate it.
Thanks.
Subject: Southern Company

John: Please send Susan Flynn contact information for this counterparty so that we  can send them our form of CA for the financial info that they intend to give  us.
I'm assuming that this is in connection with swaps that we will be doing  with them.
If there is anything else that we need to describe in the CA  please let Susan know.
Thanks.
Subject: Comments

Mike: I am waiting for our credit person to respond to some questions that I had in  compiling our comments.
As soon as i hear back from him, I will send you my  comments by fax.
Please e-mail me with your fax number.
Thanks.
Subject: Forms Meeting

Susan: Could you please when you return on Monday circulate a list of issues that we  need to discuss regarding the forms?
Susan Flynn was keeping track of some  of those issues after you left.
I would like to try to get those issues  addressed next week with the people that we need to talk to so that we can  turn a draft of the ISDA Schedules, so please make this a priority.
Thanks.
Subject: CES/Merchant Energy

Cyndie: Tana Jones forwarded to me and Susan Flynn your e-mail regarding this.
Could  you please contact Susan Flynn at 39075 about this and she will take car of  preparing the paperwork to take care of the ISDA's.
Thanks.
Carol
Subject: How Are You?

Pam: How are things with you?
I am doing great and feeling great!
I've got about  another 8 weeks to go and I'm looking forward to getting this part over  with.
I hope to work until pretty close to the end if my doctor lets me.
Are you free for lunch anytime soon?
I would love to see you and catch up.
E-mail me back with some good dates and hopefully we can get together.
Tell  Patti I said hi.
Carol
Subject: Domain Transfer Agreement

Mark: I just wanted to update you on where things stand currently with respect to  the Domain Name Transfer Agreement that we are negotiating with Risk  Management Solutions, Inc.  After visiting with Scott about the reps and  warranties, he became concerned about the overall scope of the agreement and  in particular, what in addition to the URL domain name (weather-desk.com) EEL  was being asked to transfer and the restrictions that RMS wanted to place on  EEL with respect to this Domain Name and "any variations thereof."
We went  back to RMS and told them basically that all we were willing to do was  transfer them the URL domain name with no strings attached.
I'm not sure  that this will be acceptable to them given their future intentions which is  to acquire from another third party the name "weatherdesk.com" , register it  and use it with respect to the products that they offer.
All of these discussions that we have had over the past week with respect to  our domain name have lead Seth, Scott and I to question what Enron's intent  is with respect to the name or any variations thereof given the fact that  according to Scott we have submitted applications to register similar names.
We were hoping that you could help us answer this question or at least lead  us to the right people that could.
It seems odd that we would be wiling to  transfer this name and yet feel that it is important to pursue registering  these other names.
I look forward to hearing from you.
Subject: ISDA Forms

Richard: In reviewing our ISDA forms we had the following questions for you with  respect to the arbitration and process agent language:  1.
Do any changes need to be made to our arbitration language?
I have  enclosed what we currently use.
Also, should we keep in waiver of jury trial  even if arbitration is chosen for situations where the award needs to be  enforced in court?
Is it necessary to have a statement that the award can be  enforced in court?
2.
We have assumed that there is no need to add our appointment of process  agent language if our counterparty is either organized in the US or Canada or  maintains a branch or office in the US or Canada.
Is this a correct  assumption?
Enclosed is our process agent language.
I look forward to hearing from you.
As we discussed last week, we will  arrange a time that you can talk generally to our group about arbitration  issues and questions.
Carol
Subject: ISDA Securities Rep

Greg: Can you help me answer this question?
Also, we have been through our ISDA  forms and had the following questions with respect to Canadian law matters?
1.
We have assumed that for all ISDA Masters where Canadian law applies, we  should not insert our arbitration provision.
Is this correct?
2.
With respect to the Trade Option exemption and Eligible Swap Participant  reps that we normally insert in our form (which I have enclosed below), we  have assumed that the only time that these reps should not be inserted is  when the Master is between ECC and a Canadian or Foreign counterparty?
Is  this correct?
What we are unsure about is whther these reps are needed when  ECC's counterparty is a US entity.
We look forward to hearing from you.
Carol
Subject: Deutsche Bank

Shari: Before I call their attorney about this I would like to talk with you briefly  about the open issues and how negfotiations in the past have gone.
Please  stop by.
I'll be tied up most of the afternoon until around 5 or so.
Carol
Subject: Range Resources

John and Molly: I have reviewed the ISDA Master that we have with Range Resources and here is  a summary of the steps that need to be taken assuming that we have already  notified them that they needed to post collateral:   1.
An Event of Default occurs upon their failure to post collateral within 2  Business Days after notice of such failure is given to them by us.
2.
Once an Event of Default occurs, then we can elect an early Termination  Date.
The "Loss: method applies here.
As I mentioned in my voice mail, we  need to coordinate closely with whoever will be doing the Loss calculation  (and it should not be Fred or someone in his group) to make sure that they  have the appropriate back up.
We would send a notice declaring an Early  Termination Date once the Event of Default had occurred and then subsequently  provide them with our calculation of the Termination Amount.
As I mentioned in my voice mail message, I need copies of all of the letters  that we have sent to them along with copies of the confirmations of all  outstanding trades.
All notices will need to be sent by federal express delivery such that they  won't be effective until the day after they have been sent out.
Subject: Upcoming Seminars

Tana: I have asked Suzanne to reserve the following dates for the big conference  room on 30 for our upcoming lunch seminars:  Friday, May 5th, Thursday, May  25th and Friday, June 16th.
Sara and I are going to try and set something up  with the weather group for the May 5th date if that works for them.
Can we  plan on scheduleing something with the confirms group and the global  contracts group for the other 2 dates?
Sara and I need to talk about what to  do with the credit group.
Carol
Subject: Aquila/Utilicorp

Susan: I spoke with Utilicorp's contract person today and we have decided to do the  following:  1.
Leave the ISDA dated May 3, 2000 2.
Change the Assignment Effective Date in the Transfer Agreement to whatever  date we agree upon with Utilicorp.
Apparently, the ISDA has not been signed yet but will be by them in the next  few days.
Until Russell comes back, they cannot sign the Transfer  Agreement.
Could you please do the following this week:  1.
Have the enclosed new form of Transfer Agreement signed and sent to  Russell.
Leave the date on Page 1 blank.
2.
Send to Russell the additional certificate that he is requesting attaching  ENA's resolutions.
Thanks.
Subject: Forms Issue

Susan: Please add the following to your memo:  I(B) Footnotes #4 and 5 - revisit why FDI Act language is added.
Consult with Richard Sanders regarding Process Agent, arbitration and Waiver  of Jury Trial issues Footnote #22 - Sara to draft language providing for a mutual Termination Event Consult with Shari Stack regarding the need for the additional reps in  footnote #55 Sara to confirm that language for footnote #73 can be used as part of our  form for all counterparties  II(A)  Confirm that "ratings test" language in definitions of Letter of Credit and  Letter of Credit Default works and is what credit wants Decide how "foreign bank" language in definition of Letter of Credit should  work Confirm that our new Custodian language works for credit  II(B)  Can footnote #2 be deleted?
Thanks.
Subject: Credit Issues

John: I have finally heard back from my credit person on all of the credit points  that I wanted him to confirm.
The only change that he raised was on the  cross default where he said that the threshold was $100,000,000 for the  Credit Support Providers and $10,000,000 for each party.
I will send you a  new mark up on that.
Otherwise, everything else credit wise was as stated in  your draft.
Subject: ISDA Comments

Sandy: Susan Bailey passed on to me your comments to the ISDA draft and I can  respond to some but not all of such comments at this point:  1.
With respect to your Canadian securities rep, I am checking with our  counsel in Canada about whether we can use your language instaed of ours.
2.
With respect to the Options rep and the ESP rep in part %, Section (b), I  believe that both parties need to make such reps.
The rep in Part 5  (b)(g)(ii) is to cover the Trade Option exemption and it is different from  the ESP rep below it.
3.
With respect to the language in Part 5, Section (a), this is different  from the setoff language.
What this is saying is that if a party has  fulfilled all of its payment obligations and an Event of Default occurs with  respect to it (the "Defaulting Party"), the other party cannot withhold any  payment that it owes to the Defaulting Party.
This is different from the  exercise of setoff rights.
4.
I would like to discuss with you or your legal representative the removal  of the arbitration language as it is Enron's policy to have arbitration apply.
5.
We would prefer to keep the Termination Currency specified in US Dollars.
6.
Our tax group believes that we need the language in Part 3(a)(i), (ii).
Why do you want to delete it?
I look forward to hearing from you.
Subject: ISDA Tax Issue

Rhett: You may recall a few weeks ago I asked you about some language that one of  our counterparties wanted as an amendment to the term "Indemnifiable Tax".
Another counterparty, Deutsche Bank, has requested the following which I  think is very similar to what we were looking at before:  Notwithstanding the foregoing, "IndemnifiableTax" also means any Tax imposed  by reasons of a Change in Tax Law by a government or taxing authority of a  Relevant Jurisdiction of the payer, unless the payee is incorporated,  organized, managed and controlled or considered to have its seat in such  jurisdiction, or is acting for purposes of this Agreement through a branch or  office located in such jurisdiction.
In the ISDA Users' guide, they explain that the effect of this language is to  eliminate the payee's risk of bearing new taxes imposed by the payer's  jurisdiction even if the payee's activities in such jurisdiction is the basis  for such taxes.
(except if the circumstances in the definition occur).
It  thus results in the payer having to gross up for such taxes.
Do you think that we can or should accept this?
Subject: ISDA Issues

Steve: I am faxing to you my response to your Guarnty comments.
While we are  waiting on my credit person, would it be possible to get a redraft of the  schgedules from you since a good portion of the comments that we discussed I  beleieve we agreed to and would help me focus on what is left to discuss with  my people?
We have alos modified recently our form of LC and I have enclosed  it for your review.
Thanks.
Subject: Securities Act Reps

Mark, Jason and Sara:  Deutsche Bank has requested that we make various "Securities Act" reps in the  ISDA Schedule in the event that we do equity derivatives.
These reps require  us and them to say:  1.
To the extent that a Transaction involves the purchase and sale of  securities, it will not be registered and the securities cannot be sold  except pursuant to a reg statement or exemption.
2.
Each party is a QIB or an accredited investor.
3.
Unless otherwise set forth in a Confirmation, any securities that a party  is required to deliver shall not at the time of delivery constitute  restricted securities or be subject to restrictions on transfer.
What do you think about this?
Carol
Subject: Mail Out

Suxzanne: Marie and I have a big fax and mailout that needs to be done this week.
We  are trying to get as much done as possible before we leave but I will need  your help today, tomorrow and Thursday to make sure this gets done.
The  clerks will be faxing and I need for you and/or Marie's assistant to check  the confirmation pages against our master list to make sure that they all  have been sent out correctly.
We are also doing a mail out.
Could you  please check with Marie Heard to see what you can do to help her out?
Thanks.
Subject: Guest Access

Randy: Frank Davis will be contacting you today to give you guest access so that you  can view the website.
This would be the best way for you to view the  products that are traded.
Carol
Subject: Work Flows Meeting

Susan and Susan: In an effort to better manage your work flows, Sara and I would like to meet  with you for about 30 minutes this week to get an idea of what's on your  plate and what we can do to ease the work load.
Could you please give this  some thought and let Taffy know when you want to meet so she can get it set  up?
Thanks.
Carol
Subject: PSE&G Opinion

Susan: Please order the existence and good standing certificates from Texas and  Delaware that we will need as back-up for Mark's opinion.
I anticipate  having him sign it this week so please see if you can get faxed copies of  these before Friday.
Thanks.
Carol
Subject: Issues List

Susan: Could you have Taffy type up a new issues list based on your initial e-mail  and the e-mail that I sent to you for tomorrow's group meeting so that I can  pass it around?
Thanks.
Carol
Subject: Indemnifiable Tax Language

Steve: Our tax counsel has recommended that we not agree to the amendment to the  definition of "Indemnifiable Tax" that you have proposed in your draft.
Do  you have a tax person that he can talk to and get this issue resolved?
Carol
Subject: Weyerhaeuser Company Limited

Rhett: The above is a Canadian counterparty that we are negotiating an ISDA with.
They had some problems with the tax language that we had in our ISDA schedule  (which I have enclosed).
Can I give them your name and number as a contact?
Their tax person's name is Sheri Dunn.
Carol
Subject: Torch

Susan: I have marked up the amendment.
On the CSA, I think we should just attach   new collateral provisions which I have drafted and am enclosing with this  e-mail.
Could you please ask taffy to do a comparison of the new and old?
I've attached both.
Carol
Subject: NGTS

Brant and Sara: Here is a very rough draft of a proposed letter agreement for NGTS.
It  requires some work but hopefully it's a start.
It cannot be finalized until  we see all of the physical and financial confirms and agreements and should  NOT be sent to NGTS until Sara and I are comfortable that it works.
Carol
Subject: ENA Opinion

Adele: I have given the opinion to Susan to get signed.
We are waiting to receive  the Texas good standing certificate which we were told may come by tomorrow.
Susan will send you everything else by fed ex tonight and it is my  understanding that  we are considering the Master to be effective with our  opinion to follow.
Thanks for your help on this.
It was a pleasure to work  with you and Maria.
Subject: Enron Merger Trigger

Mark and Jeff: Trina and i talked about the issue that you raised with me today.
Our  preference is to structure the language so that it would only trigger an  Event of Default under the Swap if the Enron merger caused an Event of  Default under the Revolver.
At the end of the day, we both felt that this is  a call that someone on the commercial side should make, such as either Ben  Glisan or Mike Jakubik.
Carol
Subject: Global Companies LLC

Russell: We have received excerpts from Global's LLC Agreement.
Its members are  Global Petroleum Corp., YPF Distribution Company and Montello Oil  Corporation.
It is managed by a Board of 3 reps selected by each member and  for this purpose, Global and Montello are treated as 1 member and YPF is  treated as 1 member.
I still need to talk to you about why we want an  ownership change trigger in the ISDA and if we do, at what level.
carol
Subject: Misc

Suzanne: I may be in tomorrow but I will leave you a voice mail message one way or  another.
If I don't come in and I haven't used my discretionary day, please  use that, otherwise treat it as a vacation day.
Hope you have a great  weekend.
Be safe!
If it is slow tomorrow afternoon, I have no problem with  you leaving around 4:30 or so.
Carol
Subject: Latest Swap Docs

Jeff: I am assuming that someone on the Enron Corp. side has signed off on the new  "jurisdiction" language that has now been inserted into the swap assignment  and schedule as this language is a fairly radical change from what we had in  there before.
Please confirm.
Carol
Subject: ETA Amendment Letter

John: Per ypur voice mail this is the lateset version of the ETA amendment letter  without Leslie's chnages.
Please confirm that this part of it is opkay with  you and your counsel.
Thanks.
Subject: Sempra

Sara: Sempra Energy Trading Corp. has requested that in lieu of them signing every  single confirm that we send them that they sign periodically a statement that  lists all of the outstanding deals where they acknowledge that they agree to  the terms of such deals.
Do you see any problem with that?
Carol
Subject: Kinder Morgan Texas pipeline Inc.

Dave: Per my voice mail message, this entity would like to sign the same amendment  letter that kinder Morgan signed which I have attached.
Please let me know  if this is okay with you.
Thanks.
Subject: Credit Issue

Rob: Our credit person is okay incorporating the Specified Transaction concept  without a threshold.
Please call me at your convenience to discuss the  remaining open issues.
Thanks.
Subject: Samantha Boyd

Taffy: Did HR confirm that everything had been worked out regarding Samantha?
Also,  we need to do something with the remaining files in Marie's old office.
Could you please coordinate this with Susan Flynn and Susan Bailey?
Thanks.
Carol
Subject: Credit Comments

Steven : I have finally had a chance to go over the outstanding credit issues with Rod  Nelson, our credit person, and here are his responses:  1.
We cannot agree to the additional language in the cross-default  provision.
We need a trigger that is not subject to interpretation and  second-guessing and the language that you proposed does just that.
2.
On credit event upon merger, we would prefer to define the standard for  "materially weaker" as below investment grade.
Is that a problem for you?
3.
With respect to payment netting, we would prefer that netting apply to  Transactions that are of the same product line (i.e.
all commodity swaps).
Is that a problem for you?
We thought that your operational issue had to do  more with netting across product lines.
4.
In the Credit Support Annex, we would prefer that the number of days to  resolve disputes over exposure and/or value be 2 business days instead of 1.
I am in the process of reviewing the new drafts of ISDA and CSA Schedules and  will get back to you shortly on remaining comments.
Carol