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Subject: ISDA Master Agreement and Deemed ISDA


Jim:  As a follow up to our conversation of yesterday, please note the following:  (1)  I have not received your comments to our blackline of EWEB's ISDA  Schedule.
(2)  I have not received your suggested language to the Deemed ISDA  confirmation.
Please verify whether or not you emailed these to me yesterday as promised.
Also, Holli Krebs has offered to try to organize a conference call to discuss  the Paragraph 13 to the ISDA Credit Support Annex.
Tracy Ngo from our credit  group and I will be available to answer any questions.
As soon as we have  your comments, I can provide you with a blackline.
Please let me know if there is anything further that I can do.
Thanks.
Sara
Subject: Financially Settled Transactions (Derivatives)


Marcello:  By way of introduction, I am a lawyer with Enron North America Corp.("ENA")  in the derivatives area.
I have read your memorandum of March 17, 1997 which  was prepared for us and which addressed both physical and financial trading  issues.
I am also aware of the recent memo which you prepared for Brent Hendry re:   internet trading.
I have two (2) followup questions for you limited specifically to financial  trading (NOT VIA INTERNET):   (1)  Do you have any changes to add to your memo of March 17, 1997 with  respect to financial trading?
(2)  Would you modify ENA's Schedule to the ISDA Master Agreement (which I  believe Brent Hendry recently forwarded to your attention)?
I look forward to hearing from you.
ENA is about to execute a trade with a  Chilean corporate and I will most likely see the trade confirmation in the  next day or so.
You can reach me via email or by phone at (713) 853-5620.
Thank you very much.
Subject: Draft ISDA


Chris:  Please call me and let's discuss.
My hesitancy comes from the big difference  in the ISDA for general corporates and GOVERNMENTALS (which you know are  treated differently).
Sara
Subject: Morgan Stanley Capital Services, Inc. ("MSCS")


Matt and Denis:  I spoke with Matthew Flett about an hour ago and he advised that  EnronCredit.com Limited had finalized its ISDA.
I requested a copy burt he  has not yet sent it over.
Both ENE and ENA want to execute masters with MSCS  and we would like to work from your document.
Can you email me a copy?
Thanks.
Sara
Subject: "Eligible Collateral" as defined in Paragraph 13 to the Credit  Support Annex


Many of you have been involved in recent efforts to either amend documents to  provide for rehypothecation of securities or additional collateral  arrangements, both resulting from cash constraints in the market.
In that  regard, it appears that our credit group will be very interested in accepting  different forms of government obligations, including Treasury Bills, Treasury  Notes and Treasury Bonds.
Our current version of Paragraph 13 does not have  the "choice" for Eligible Collateral consisting of longer dated obligations  such as Treasury Notes and Bonds; our earlier version did provide this  option.
LEGAL:  When preparing new master agreements, please be specific about credit  requests to include securities and verify with credit the specific types of  Eligible Collateral to be included in Paragraph 13.   CREDIT:  When drafting credit worksheets, please be  specific when requesting  types of Eligible Collateral other than cash.
We may consider amending Paragraph 13 again or adding additional forms of  Eligible Collateral to Library Doc.
Subject: Form of guaranty


As both parties are reviewing the issues we discussed yesterday, will you be  sending Harvard's form of guaranty for us to review?
I will be out of the  office next week.
Sara
Subject: Duke


Please call me at the office (713/853-5620) if you are still around.
Otherwise, let's plan to speak with Richard Sanders(litigation)  first thing  on Friday morning.
I have spoken with Julian.
Sara
Subject: Financial Confirmation Templates


I understand that you spoke with Mark Taylor about eliminating references to  individuals in confirms.
I need to speak with you about the ISDA, omnibus  and industrial master templates under revision and whether the drafted  language conforms to your proposal.
In that regard, you may recall that swap  templates were given to you several months ago.
The legal group is  concluding a massive form review which necessitates confirm changes.
Thanks.
Sara
Subject: Trip to Buenos Aires


I will not be arriving in BA this week.
Will you be available either Sept.  23 or 24?
I will be in Enron's BA office on those two days.
I can meet at  your convenience.
With respect to your comments to our ISDA Schedule, please let me know when  to expect your comments.
You previously indicated that I would receive  comments by Sept. 10.
Also, could you please fax the article.
It was apparently scanned.
We can  only open word documents and we cannot open the article which which was sent  and resent on Friday, Sept. 10.
Thanks.
Sara
Subject: trip to Sao Paulo


Greetings!
I hope that we can make certain plans to meet when I am in Sao  Paulo and to have a telephone conversation this week.
I will arrive in Sao Paulo on Sunday, Sept. 19.
Andrea Bertone and I will be  meeting with Jose Emilio on Monday, Sept. 20. regarding physical trading  matters.
Would you be able to meet with me at Enron's office on either  Tuesday or Wednesday, Sept. 21 (preferably) or Sept. 22 to discuss certain  aspects of financial trading?
I will be able to clarify the specific issues  this week.
I would also like to schedule a telephone call this week, say  Wednesday or Thursday to discuss.
Please e-mail me as to whether we can meet  in Sao Paulo.
I will try to call you today.
Let me know if you have a  convenient time.
Sara
Subject: BP


I'm swamped at the moment and I'll be in South America next week.
I then  have vacation.
Maybe Shari can help you now.
Just let me know.
SS
Subject: Barclays/Credit Lyonnais ISDA's


Your switchboard does not answer and I'd like to speak with you.
Please call  me at 713/853-5620.
We'll e-mail two identical Schedules to you in word.
Enron Capital & Trade  Resources entered into an ISDA with Barclays in 1995 and that Schedule was  virtually identical to the one we're sending.
We therefore do not expect  there to be many issues.
The banks should serve as Calculation Agents and  confirming agents so we will look to them for the confirmations.
Look  forward to finalizing these documents with you.
Thanks.
Sara
Subject: Tiger


Sorry, I've been tied up all day.
Rod and I just spoke and he is thinking  about the NAV issue.
Regarding setoff, we can agree to Tiger's language BUT credit will not permit  ENA affiliates to trade with Tiger.
That's your issue.
Will you agree.
We will not agree that all collateral be held in NY.
There is still an issue about Relevant Price and the possibility of fewer  than three dealers.
We cannot finalize L/C and MAC issues until we see Tiger's redraft which we  have not received.
Let's talk.
ss
Subject: S. Cone Trading Issues


In an effort to establish regular communication on the progress of trading  issues (primarily related legal and tax perspectives)  in the S. Cone, Lynn  and I have agreed to conference on Friday, October 15 at 9 am (Houston time)  and weekly at that time.
Would anyone else like to participate this Friday?
If you are interested in participating on a weekly basis, are Fridays at 9 am  (Houston time) convenient for you?
My immediate concerns are financial  trading issues.
However, we can focus on all relevant issues as we so  determine.
I will create a "short list" to initiate discussion.
Thanks.
Sara
Subject: Pacific Gas & Electric Company ("PG&E")


In connection with the ISDA negotiations, PG&E is insisting on revising our  "Limitation of Liability" language"  "...PROVIDED, HOWEVER,THAT NOTHING IN THIS PROVISION SHALL AFFECT THE  ENFORCEABILITY OF SECTION 6(e) OF THIS AGREEMENT with respect to incidental  damages."
PG&E claims that it will never be responsible for consequential damages and  that certain elements of "Loss" comprise consequential damages (PG&E always  agrees to "Market Quotation").
Have you ever prepared a list of the "Loss" components?
Can you assess before I go to Haedicke (or is this a non-starter)?
Thanks.
Sara
Subject: Discussion regarding Tozzini memo


Brent and Lynn:  I have a severe case of laryngitis and I can't even speak.
I'm not sure that I'll be able to (or even should) speak on Friday for our 9  am (Houston) conference.
Brent, I was wondering if you would be in Houston  next week before our legal conference on Thursday and Friday.
If so, then  maybe you, Lynn and I can meet to assess the situation.
If not, then let's  please reschedule our Friday call for Monday or Tuesday of next week.
I can  suggest Monday after 10 am.
Tuesday morning we have Randy's call which I may  have to begin taking at home due to the early hour so if we decide on  Tuesday, it should be after 10:30 am..
Please let me hear from you.
Thanks.
Sara
Subject: Project Crane


Mark:  Per our conversation, I understand that the Canadian company has a number of  outstanding OTC FX transactions with one or more counterparties.
Each of  those transactions should be documented by a confirmation which confirms the  economic terms of each deal.
Each confirmation must be subject to (1) an  existing type of master agreement (such as the ISDA, IFEMA, FEOMA), (2) a  "deemed" version of such an agreement or (3) "terms and conditions" appearing  in the confirmation itself.
It is quite likely that in any of these three  types of confirmations, there are provisions for assignment of trades, credit  event upon merger, material adverse change, additonal events of default or  termination, etc.
which may be triggered by the pending acquisiton of the  Canadian company.
Further, there may be credit issues associated with the  transactions and/or master agreements (in the form of specific credit  provisions in a confirmation or a credit annex to the master agreement).
As  a result, a party attempting to "step into the shoes of the Canadian company"  must review the existing documents, subject to any confidentiality  restrictions, in order to evaluate the positions and risks associated with  assuming those positions.
Thus, we need to conduct a thorough due diligence of the financial trading  positions of the Canadian company.
Please let me know if you have any  questions.
Sara
Subject: EWEB financial trades


Holli:  Please verify that the earliest TRADE DATE with EWEB was October 30, 2000  (which was approved by the EWEB Board on October 3, 2000 according to the  December 5, 2000 resolution).
I have a copy of the resolution.
Thanks.
Sara
Subject: 2 paragraphs


Trigger/Determined Amount inverse relationship:  "In the event the Trigger Price is increased to equal the Other Trigger Price, the Determined Amount shall be reduced so that the Effective Share Price is increased in direct proportion to the increase in the Trigger Price.
The "Effective Share Price" shall be the result obtained by dividing X by Y where "X" equals the product of the Price Per Share multiplied by the Number of Shares, and "Y" equals the Number of Shares plus the Determined Amount."
Paragraph 3(a) first paragraph, 3rd sentence replacement:   "In the event that, but for this Section 3, titled "Other Provisions," Party B would be obligated to deliver a number of Shares equal to the Determined Amount plus the Excess Shares, Party B shall have an ongoing obligation to satisfy delivery of the Excess Shares; provided however that the number of Excess Shares to be delivered hereby shall not exceed [________] shares.
Subject: Eugene Water & Electric Board confirmations (swap nos. 447459.04  and .02


Sharen:  In connection with the two (2) swap confirmations which you are revising  (from a "Deemed ISDA" format to a regular ISDA format), I ask that you please  contact  Stephanie to review the final forms.
Please note the following:  (1)  Melissa's prior "Deemed ISDA" drafts (dated Nov. 22, 2000) show ENA swap  nos.
as 447459.4 and 447459.02.
One of your confims doesn't match:  it says  447459.04.
Please verify the correct number.
(2)  You can eliminate the "Payment Date(s)" section from the General Terms  because individual Payment Dates appear in both the Fixed and Floating  Details.
After either Tana or Stephanie have approved, please email to EWEB as follows  (with a copy to Holli Krebs):  jdeason@chbh.com Dick.Varner@eweb.eugene.or.us  NOTE TO STEPHANIE:  copies of my markups  and the Deemed ISDA's are located  in a file entitled "EWEB confirmations".
Also, the ISDA has not been signed  but will be dated October 30, 2000.
Subject: Enron Corp. ISDA with First Union Securities, Inc.


Tanya:  Per my voice mail, is any type of corporate guaranty required from  this counterparty?
Does our Additional Event of Default require any  changes?
Sara
Subject: First Union National Bank/Enron Corp. ISDA Agreement


Susan:  Please prepare a draft ISDA for the above parties with:  (1)  no CSA  and (2)  bilateral cross-default at US$100 million.
I am presently reviewing  CP comments to the ENA master and may have some changes for you tomorrow.
We  will send this out on Tuesday.
Clint:  First Union Securities Inc. is the bank's marketing arm and is NOT  the correct ISDA counterparty.
Subject: authorized signatory list


I'm not sure who is handling but we need to add Jorge as a signatory for ENA  (Jorge is inHickerson's group).
Let me know when this is completed and if  you have any questions.
Thanks.
Sara
Subject: Confirmations and Transactions Meeting


Please plan to attend a meeting to discuss and learn about Confirmations and  Transactions at 10 a.m. tomorrow in 38C2.
Email my assistant, Kaye Ellis,  if you are unable to attend.
Thank you,
Subject: Power publications


I have reviewed the list that you gave to me this morning as well as the  Australia trade.
I'm holding your files in my office.
I'm here for awhile.
Monday morning I have a conference call at 8:30 am that should not last more  than one hour.
I have a few questions to ask.
Sara
Subject: Confirmation Agreement


Melissa:  Please refer to Janelle's request for a draft confirm.
The  counterparty's  draft has a floating price reference and you should verify with Janelle.
Use  the ISDA format; the counterparty is the "Power Authority for the State of  New York".
Ignore the "junk" in the counterparty's form.
I have no other  info about the particular deal.
Call if you have any questions and please  send me a copy.
SS
Subject: Canada - confirmation desk


Mary:  Melissa Murphy (financial power) will be in Calgary next week (Tues - Fri)  assisting the confirm desk.
I thought it would be helpful if you and I  scheduled a short meeting with Melissa on Monday to discuss desk issues.
What is your schedule like on Monday?
Thanks.
Sara
Subject: ISDA Contact


Stephanie:  Here's the contact info.
I don't think that this guy is a lawyer but I could  be mistakem.
Mention in the email that the draft was requested by Clint  Freeland with Enron Corp. and to let us know who will be negotiating for  CSFB.
Thanks.
Subject: Hess Energy Trading Company, LLC ("Hess") and affiliates


I have received the following request from a Hess lawyer:  ECT and Hess have an executed ISDA effective 1/29/98.
Guess what they want?
The following ISDA agreements to trade financial (and  PHYSICAL):  (1)  Amerada Hess Corp.   and  ENA (2)  Hess Energy Services Company, LLC and  ENA (3)  Hess Energy Trading Company, LLC  and  ELFI (4)  Hess Energy Trading Company, LLC  and ECT Singapore Pte.
Ltd. (5)  Hess Energy Trading Company, LLC  and ECTRIC
Subject: Tiger


We have not heard from the Tiger lawyers.
We have sent the Tiger guaranty to  Enron Corp. for execution.
No other master agreements/guaranties for the  other hedge fund entities have been drafted but each will look similar to the  Tiger set of documents.
Sara
Subject: Hickerson "High Priority" brokerage agreements


Cheryl:  Have you responded to Aneela yet?
Have drafts alreay been sent?
I'd like to make sure that our internal process has been implemented so that  we can address Gary's workload on a timely basis.
If we need to meet, please  let me know and I'll have Kaye schedule a meeting.
Subject: Bear Stearns guaranty


Clem:  Just wondering if I could have a response today on Bear Stearns.
Gary  Hickerson is anxioius to get this resolved today so that ENA can begin  reducing margin rates with Bear.
Thanks.
Subject: First Union National Bank ("FUNB")


Tanya:  There are a few issues left:  (1) [re:  legal name of our counterparty]  According to FUNB, there is no legal entity named "First Union National  Bank, Charlotte".
If S&P is including the city where FUNB is headquartered  as part of their legal name, then S&P is wrong.
FUNB has asked that we  forward the S&P document that you are looking at.
(2)  [re:  FUNB request to provide us with First Union Corp. financials and  your response that it's OK if First Union Corp. signs on as a guarantor] FUNB says that First Union National Bank doesn't prepare annual statements.
FUNB can provide quarterly call reports (with YTD info) which is also  available on the FDIC page (www.fdic.gov).
FUNB annual financials also  available on EDGAR.
I don't know what a call report is and FUNB did not  offer up First Union Corp. as a guarantor.
(3)  [re:  10 year bonds which you agreed to accept as Eligible Credit  Support] I don't know what the "usual haircut" is on these issues.
You said 90% or  95%.
Legal no longer offers up bonds in our documents which is why we  haven't discussed haircuts lately.
(4)  [re:  the Specified Conditions of Tax Event, Tax Event Upon Merger and  Credit Event Upon Merger] FUNB would rather terminate than collateralize Transactions (and eliminate  obligations to transfer in avoidance of termination).
If a Specified  Condition exists, then there is no obligation to deliver collateral to that  party (experiencing the Specified Condition) and a Secured Party could  exercise all remedies available to it against the Pledgor.
(I think that we  have a different philosophy in that we would prefer to preserve  Transactions).
I'm more willing to give in on the tax events (but global  mergers could force that issue and the agreement basically requires the  Affected Party to try to transfer the Transaction to avoid termination).
Please let me know if you have any questions.
Thanks.
Sara
Subject: "Credit" seminars


Tanya:  Our legal group would like to schedule instructional seminars covering the  ISDA Schedule, Credit Support Annex, omnibus and other forms and,  specifically, the credit issues which arise in the preparation and  negotiation of these documents.
Our thought is to eventually offer regular  instruction every other month but we believe that initially we should offer  monthly seminars.
In order to avoid "legal/credit Tuesday" boredom, we propose Wednesday or  Thursday as a regular luncheon meeting date.
How does the week of February  19 or 26 sound?
I believe that we can circulate a "curriculum" of sorts to  you or at the least a listing of topics.
Please let me know what you think.
As always, we welcome your suggestions.
Subject: Schedule "B" to Securities Loan Agreement


Anna:  I propose the following for Schedule B:  "The fourth sentence of Paragraph 10 of the Securities Loan Agreement is  amended to read as follows:  In the event that (i) the purchase price of Replacement Securities (plus all  other amounts, if any, due to Lender hereunder) exceeds (ii) the amount of  the Collateral, Borrower shall be liable to Lender for the amount of such  excess together with interest thereon at a rate equal to the rate per annum  equal to the cost (without proof or evidence of any actual cost) to the  Lender (as certified by it) if it were to fund or of funding the relevant  amount plus 1% per annum, as such rate fluctuates from day to day, from the  date of such purchase until the date of payment of such excess."
Clement Abrams is on vacation this week.
I'll call soon.
Subject: softs trading


Tanya:  Who in your group handles softs (coffee, sugar, cocoa)?
As you may  know, softs have been approved for OTC financial trading.
We are currently  structuring the softs trading entity(ies) and I think credit should be  involved.
Janine Juggins is handling tax.
Subject: Due Diligence for California cities and governmentals


Mark:    A few years ago we sought California legal advice for transacting with  California cities.
We have an opinion from McCutchen, Doyle, Brown &  Enersen.
LLP dated 7/28/98.
Should we update this opinion given the increased number of cities with whom  we are sending draft ISDA's to?
If so, which law firm do you think we should  hire?
Subject: ENA signatories


Denis:  Per my voice mail, please advise which ENA officer will execute your  documents for ENA.
When we hear from you, we can have the docs executed and  delivered.
Also, we need copies of the executed ENA masters and the information entered  into Lotus Notes.
Thanks for your help.
Subject: The Confederated Tribe of Warm Springs


Stewart:  I spoke with Jeff and he will arrange a conference call next week with the  tribe's CFO and legal counsel.
I highlighted the "eligibility" (eligible to  enter into swaps under the CFTC regulations) and jurisdictional issues for  Jeff regarding Indian tribes.
Of course, all of the other governmental  counterparty concerns are here as well.
The tribe is located in Oregon.
I'll follow up with you next week.
Subject: ISDA collar


Per your voice mail, attached is a format for an ISDA collar.
This form has  not been finalized by legal but contains the essential elements for a collar  transaction.
You can eliminate the account info and set up as per usual ISDA  format.
Sara
Subject: confirming financial transactions for Allegheny Energy Supply  Company, LLC ("AESC")


All:  Effective March 19, 2001,  AESC and ENA entered into a "Side Letter  Agreement" which is an ISDA Master Agreement from a legal perspective.
ENA  and AESC have agreed this morning to negotiate and execute a new ISDA Master  Agreement by April 13, 2001.
Until that date, however, we can confirm  financial trades between ENA and AESC under the Side Letter Agreement.
Attached below is a markup of an ISDA form of confirmation which contains  language for these confirmations (the draft was prepared for Kim Hundl  handling financial power).
Please let me know if you have any questions.
Subject: Pacific Gas & Electric Company ("PG&E") - ISDA Master Agreement  with ECT


Karola Pearce (inhouse lawyer) just returned my call.
PG&E has created a NEW  document (that is, we should ignore everything previously negotiated) and  will FEDEX to us this week.
I hope we can negotiate the new document  quickly.
Let me know if you have any questions.
Sara
Subject: Valentis


Paul:    With respect to Valentis:   (a)  Does the MAC apply to both S&P and Moody's?
(not clear from worksheet)  (b)  Are the financial covenants Events of Default or Termination Events?
(looks like these were Termination Events in AIG)  (c)  Is this deal two-way margining?
You have set 0 Thresholds but  indicated Return/Delivery for both parties.
Our discussion of last week may  have changed (we discussed one-way margining for CP only).
I'll have the same questions for CD Holdings.
Subject: Banque CPR


Becky:  Please send email to :  mperrodin@cpr.fr  Tell her (Maud Perrodin) that Brent received her document (it was an ISDA?)
and could she please respond with the name of the commercial person(s) at  Enron with whom she has been speaking.
She is interested in weather trading.
Please enter into Lotus Notes.
Subject: Enron - Welch's ISDA - negotiations


Cheryl:  I'm forwarding Welch's request to discuss the ISDA markup.
Why  don't you respond to Devi and schedule a conference call or send a redline?
I'll be available to discuss.
Subject: Lunch tomorrow


I just spoke with Lawyer Burlingame and we're on for lunch.
My flight  arrives at 10:45 and I'll drop off my bag and head for Galatoire's.
Look  forward to seeing you.
ss  P.S.
My dad would like to treat us to lunch using "his waiter" who I think  is named Michael.
Subject: Updated Term Sheets


Per my voice mail, you can see the floating price index language (power and  gas) that I need.
Please email or fax so that I can insert it into my draft  confirm.
Thanks.
Sara