Per our conversation with Dan F., ENA needs to understand issues related to the distinction between "investor owned utilities" (or "IOUs") and municipal utilities (or "municipals") in connection with derivatives activity. In the U.S., this distinction enables us to treat IOUs as general corporates. Thus, we negotiate our standard ISDA Master with an IOU, except that we add an Additional Termination Event to prevent the IOU from taking an adverse stance in its state public utility commission proceedings. A copy of that Additional Termination Event is attached for your review. Our approach with respect to municipals is dramatically different. When negotiating an ISDA Master with municipals, we use a Schedule modeled after the 1992 U.S. Municipal Counterparty Schedule, having additional reps, the added concept of "Incipient Illegality" and an enforceability opinion. A copy of that Schedule is also attached for your reference. We would like to understand whether this distinction also exists in Canada, and if so, in all Canadian provinces, and whether there is a distinction when a municipal is an investor in an IOU (as we understand that the government may assist a utility to emerge from bankruptcy). In that regard, would you recommend that ENA use distinct ISDA Schedules for these types of entities and/or would you recommend specific changes to our format?
Answer: I'd suggest the following:
Here is an email: Tanya: EOL is asking for the Chase master to be amended to eliminate the need for confirms on EOL trades. Do we need to meet to determine which Chase master (i.e., Chase or JP Morgan) should be amended (or both)? Do we want to begin the upgrade process? Please call. Also, are you available for the 9:30 Hanover call?
What is a potential subject line for this email?
A: Chase Master Agreement - "no more confirms"
Q: In order to get you phone service here, the phone people want your passport number since you don't have a social security number. Can you provide it to Joyce Dorsey, an assistant here in Legal. She's working with Sylvia to get your office set up. Thanks!
Propose a subject line
A: Your Phone
IN: Here is the draft letter agreement. We are still discussing it with ECS and can make whatever changes are appropriate. Note that the letter agreement ties back to Article 6 of the Compression Services Agreement. That article, you may recall, is where ECS agreed to create a computerized system that would monitor Continental Divide's electric system utilization and warn when their system peaks were occurring and then automatically take the compressor offline (subject to manual override) so we and ECS could avoid peak period demand charges. Instead of creating such a system, which apparently turned out to be mostly a manual system anyway, ECS is going to pay us a monthly fee to monitor CD's system peaks ourselves and decide when we need to get off line. The load management service has to do with operational management of the load we place on CD's electric system, and is not a jurisdictional gas transportation or storage service. Note that the service goes on for 10 years (as required by the accountants' 10 year amortization rule) and thus may be vulnerable to scrutiny and potential revenue crediting in TW's 2007 rate case. Any way to avoid that? DF

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OUT: TW Letter Agreement
IN: This is an email
This is a notice to inform you that the server where your Outlook mailbox resides is scheduled for an outage tonight. Your mailbox will be temporarily unavailable starting anytime after 11pm and may continue to be unavailable until 1 a.m., when all server maintenance work have been completed. Outlook Web Access (OWA) will also be unavailable during this time. Blackberry users: Message delivery may be delayed for a few minutes. If you have any questions, please call the Resolution Center at x31411.

What is the subject?

OUT: CORRECTION: Outlook Outage - Friday, December 28, 2001
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.
Answer:
New Drafts