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Is it possible to obtain a copy of the draft "User's Guide to 1999 ISDA Credit Derivatives Definitions" today?
I would very much appreciate receipt as soon as possible.
Enron is a member of ISDA.
Thanks again.
Sara Shackleton
| UG315 |
Harry Arora (e-commerce group) wants to take a look at Goldman's online trading operation.
His motive is to explore/navigate the site during the next 30 days (but not trade).
I told Harry that I would need to review the agreement and negotiate with Goldman just as I would any agreement in order to not set any precedent with Goldman for future agreements.
Although Harry does not intend to trade at all, and we could terminate the agreement when he is done, I suppose Gary may want to trade with Goldman online in the future.
We could negotiate another agreement at a later date.
Let me know if you would agree to accept Goldman's agreement "as is" for the limited purpose of allowing Harry to navigate the site, with the intention of terminating the agreement when he is done.
Although ENA would have a password, access could be limited to Harry [and whomever he needs to assist?].
Please let me know your decision.
Thanks.
Sara
| Goldman, Sachs & Co. "Cllient Access Agreement" |
Jeff: I have not heard a word from credit.
Who did you speak with?
Please let me know and I will follow up.
Thanks.
Sara
| J.P. Morgan ISDA |
Hi, David!
Hope all is well.
Since the referenced swap has been documented by ENA, I am now reviewing the Transaction.
I have a number of questions, many the result of my unfamiliarity with your Australian Reference/Fallback weather stations and a few other comments.
I thought I would mark this up and fax it to you which I will do shortly.
Sara
| HDD Swap between ENA and Aquila Risk Management Corporation |
BY THE WAY, your voice mail does not work!
If your phone calls roll over to an assistant or I try to leave you a voice mail, I cannot get there!
Please call or stop by.
Sara
| work for you |
Could I arrange a very short conversation with you regarding the May 28, 1999 memo from Jorge Brito Pereira?
I would like to discuss your analysis and any further actions which the local firm may be taking on ECTRIC's behalf.
I have a paper trade with a Portuguese corporate pending receipt of an enforceability opinion acceptable to ECT.
I'm not sure if we'll get there.
I'm interested in further discussions you may have had internally or externally.
Sara
| Derivatives Trading in Portugal |
Robert: Susan Flynn told me that your client is objecting to the deletion of the first part of the first sentence in the "Setoff" language.
I just wanted to explain why we are requesting this change.
In reviewing our forms during the latter part of 1999, we made a number of changes to both our ISDA Schedule and CSA.
One of these changes was the deletion of the preamble language contained in the setoff provision.
We concluded that the phrase "Without affecting ...., all payments will be made without setoff ...;provided, however," actually negated the effect of setoff which we WANT to occur UPON THE DESIGNATION OR THE DEEMED DESIGNATION of an Early Termination Date.
What purpose do you think the phrase serves if left in the setoff provision?
Please feel free to give me a call at 713/853-5620.
Thanks.
Sara
| Assignmemt/Amendment |
Jack: I just spoke with Karola and she tells me that you want to talk about the guaranty.
I didn't recall if you had ever reviewed our proposed format.
Also, I am aware that Enron Corp. previously issued a "General Guarantee Agreememt" on behalf of Enron North America Corp. (formerly, Enron Capital & Trade Resources Corp.) on January 28, 1998.
Which format are you interested in using?
Our cap for financial transactions with PG&E is, I believe, $10 million.
Please give me a call as I am the first point of contact for negotiating the guaranty.
Thanks.
Sara
| Enron Corp. guaranty in favor of PG&E |
Joe: Per my voice mail, see part (iii) of the above and please revise to provide accurate description of the condition to which you agreed with MediaNews.
Just to say "ENA closes on the KPM Lasara L.P. newsprint mill" is not sufficient.
Sara
| see "Additional Provisions" in the attached confirm |
Jason: I still cannot access your voice mail (isn't your extension 34454?)
If I'm right, please have your assistant look into this.
Can we put these two brokerage agreements (below) at the top of your list?
| Executing Broker Agreements |
Sheila: Paul Radous (Ext.
58356) in credit will be monitoring brokerage accounts from a credit perspective.
I have provided him with an overview of the "process".
When he has had an opportunity to digest the information, I think it would be helpful to meet with Paul.
In the meantime, would you please begin to copy Paul on all messages to Ted Murphy regarding the purpose of new accounts.
Thanks.
Sara
| brokerage agreements |
Abbey: On March 29, you left me a voice mail in connection with the foregoing.
Please call me at 713/853-5620 for an update and to answer you questions.
There is not much left to do.
Thanks.
Sara Shackleton
| San Diego Gas & Electric - financial trading |
Mark: Thus far, I have uncovered only one "nondocumented" electronic agreement.
The equity desk uses the services of POSIT which is an electronic trading system which matches orders six times daily for institutions and broker dealers.
There is no agreement for this matching service.
I am not aware of other "matching services" and whether any agreements are in place.
Let me know if you have any concerns.
Thanks.
Sara
| ITG POSIT ( a "division" of the ITG trading desk } |
(1) In connection with Taffy's report, please note the following: Aquila Canada Corp. - follow up Christiania Bank - need to send for execution Ospraie - send revisions (2) Also, what have you heard from Laurie about the Australian ISDA's and brokerage agreements?
We should begin incorporating into our database.
If we use your assistant, we should input data during the regular business day.
(3) I have Jason helping me on about seven different brokerage arrangements and will soon need appropriate backup to send together with execution copies.
I am keeping dummy files until these are finalized.
| Legal/Credit meeting, etc. |
Susan: I wanted to clarify whether Enron Australia Pty.
Ltd. needs to execute ISDA Master Agreements with the SAME counterparties which already have agreements with ENA (and vice versa).
As an example, I can only rely upon tax advice ENA has previously received in connection with the services agreement between ENA and ECT Canada.
For book and tax purposes, the trade is recorded on the risk books of the Enron affilate ultimately booking the trade but the transaction is actually documented in the name of the Enron affiliate having the Master Agreement with the counterpary.
The Enron affiliate having the Master Agreement with the counterparty then transacts with Risk Management & Trading Corp. (through a bulk swap arrangement).
The credit risk remains with Risk Management & Trading Corp. (through an internal back to back transaction with the "booking" Enron affiliate) for which the "booking" Enron affiliate will presumably pay a fee pursuant to the services agreement.
Consider: ENA is negotiating an agreement with Commonwealth Bank of Australia.
Will Enron Australia require a separate master with Commonwealth Bank of Australia?
Or will the services agreement permit the hereinabove described arrangement?
| Financial Trading - Enron affiliates |
I'm on the conference call now.
John Novak suggested that you, he and Frederico speak.
It sounds like commercial and credit need to iron this out together.
John is in his office now and the call usually takes about an hour.
Sara
| Vintage and Bolivia |
Mark: Thanks so much for your explanation earlier today.
Just one more question, please: is arbitration or litigation the preferance under English law?
How often do you negotiate to the contrary?
Thanks.
Sara
| ISDA Agreements governed by English law |
Susan: Would you please follow up with Bridgeline now as I am preparing a futures agreement for them!
We need them to get their act together.
Thanks.
Sara
| Bridgeline |
Tanya: There's no short answer with these people!
I think we are fine with their setoff language (part A only) because the NDP always has the option to permit setoff to other agreements between the parties as to amounts payable by the Payee to the Payer (where the Payer owes money under the ISDA to the Payee).
So here's my recommendation: (1) Call your friend Andre and hear what he has to say.
He has some kind of suggestion about Part (B) and limiting the NDP's payment to the DP to be based upon satisfaction that "nondisputed" amounts having been paid by the DP.
Will he also raise the "other agreements" issue here?
Not a clue.
(2) If Cargill leaves part A in tact and we agree to change part B, I'M FINE.
(I'm fine without part B, actually) (3) The potential problem is that Cargill and ENA view part A differently, right off the bat.
I think Cargill is wrong because they don't read part A as applying to "other agreements between the parties".
But Cargill proposed part A and it DOES apply to "other agreememts between the parties."
I don't want to start off on the wrong foot so I'm sure I'll have to discuss this again with Marty.
Thanks for your continued help.
Sara
| Cargill, Incorporated - the final SETOFF discussion |
Please put attached in the SITA file.
The ISDA parties are ENA and SITA.
Michael Khajeh-No in the London office will be negotiating this agreement with SITA on behalf of ENA.
| SITA |
Jay: I am a lawyer with Enron.
I called for you on Friday, you're out, and no one else could help.
I would like to speak with a Vitol lawyer about (1) replacing our existing financial master with an ISDA (to accommodate a broader range of products) and (2) specifically incorporating the relevant ISDA definitions into the recent weather transaction confirmations even though the master is an early master energy price swap agreement.
Please call me at 713 853-5620 with the information so that we can move quickly.
Thank you for your help.
Sara
| Master Agreement (financial) between Enron North America Corp. ("Enron") and Vitol S.A. |
Attached is a form (NOT OFFICIALLY APPROVED) for use with the omnibus.
It is different from the version which you e-mailed to me earlier.
SS
| omnibus option |
Susan: I would like to have this agreement (all three parts) executed early Monday and faxed to Goldman.
Gary Hickerson can sign for Enron North America Corp. together with Ted Murphy as the second signatory.
Please prepare an addendum or annex for the Client Access Agreement with the following inserts for Paragraph 9: INSERT 1 to Paragraph 9(g) after the word "enjoined": "upon proof of any such breach" INSERT 2 which will replace the second and third sentences in Paragraph 9(h) : "Any dispute between the parties relating to this Agreement shall be resolved pursuant to the ARBITRATION provision contained in Schedule A to this Agreement."
For purposes of the password ID application, we must verify that Harry Arora is still authorized to trade for ENA (and employed by ENA).
Roy Ibasco is coordinating for Harry.
After signing, we can fax to Goldman and I have the fax info.
Thanks.
Sara
| Goldman, Sachs & Co. ("Goldman") Client Access Agreement, Schedule A and Request for Password ID |
Attached is a "high volume" counterparty list for two categories.
With respect to the first category, Carol is handling BPAmoco and I am speaking with Cargill.
Should we address Neumin?
And should we actively try to replace existing ECT masters with ISDA's?
Sara
| Counterparties with high volume of trades for 1999 |
Trena: Can you please let me know if the docs from Chase are to amend the existing Repo Agreement between ENA and Chase?
What type of transactions will you be doing with Chase?
The docs I received are from a woman named Monica Turner and she has not returned my phone call.
She did not provide an email address so I don't know how to get in touch with Chase.
Can you help?
Maybe get me another name?
Thanks.
Sara
| Chase repo |
Sami: Attached are the most recent ENA power trading agreements.
Parts of the agreements may be useful to you and/or Jose Emilio (or whomever you are working with).
Tozzini began with the earlier ENA template.
Please forward any translated trading docs to my attention.
Thanks.
Let me know if there is anything else I can do.
Sara
| Revised U.S. Wholesale Power Bilateral Master Agreement |
Bob: Are there any issues that might be useful for your goup that I should address?
Also, I would like to chat with you about settlements on multiple trades.
An interesting issue was raised in our credit lunch last week.
Please let me know when you are available.
Thanks.
Sara
| Friday luncheon |
Sheila: Per my voice mail, can you make headway with these two companies?
We have not heard back from either.
I think that there needs to be a commercial push.
Please call if you have any questions or if I can help further.
Thanks.
Sara
| Thos. Weisel/Chase |
Tana: I added several brokerage agreements to the database yesterday and all ended up in the "Other Agreements" section.
Except for one, which is an "electronic trading agreement".
Can I call our developer?
Thanks.
Sara
| Brokerage Agreements added to Lotus Notes |
Hi, Andrea!
Attached are updated power trading forms currently in use by ENA.
I thought these may be useful.
I have forwarded these already to Sami.
Let me know if I can be of any assistance or if you have a recent English translation of a current deal.
Regards.
Sara
| Revised U.S. Wholesale Power Bilateral Master Agreement |
David: I will try to call you before I leave work today to follow up with any questions you may have with respect to the following items: (1) I am having the Representative Agreement executed by ENA and will return an original to your attention.
Shari suggested that Susan Musch initial the agreement and Susan is out until May 22.
(2) The ENA/Aquila weather deal has not been finalized ONLY because I have been waiting to actually view the Floating Price source materials which our traders have never been able to produce or cite a reference to (so that I could view).
There is no problem with the deal.
(3) As a policy matter for Enron Australia Finance Pty.
Limited, do you always agree to the non-exclusive jurisdiction of the courts of New South Wales as opposed to arbitration?
I am negotiating the ENA/ABN AMRO (Australian branch) futures agreement and am trying to determine appropriate jurisdiction.
(4) ENA is attempting to draft an ISDA Master Agreement with a company incorporated in New Guinea (which may have a US office).
I don't know a darn thing about New Guinea law.
Do you happen to know if we've ever dealt in New Guinea, any lawyers located in New Guinea, what law is used (I guess New Guinea!)
or whether it's similar to other PacRim countries?
I'll speak with you later.
Regards.
Sara
| Australian matters |
Jarrod: Attached is a "form" letter for you to send (with adjustments as indicated) or let me know and I will sign and send with the Vitol confirms.
Separately, I have faxed to you the first page changes.
Call if you have questions.
Please be sure that we have included the additional reps. Sara
| Vitol weather confirms |
All: I received a request from PPM to send our form of ISDA to document trading.
We previously sent a draft to these guys on 1/13/99.
The only difference is that they now want to trade and the Scottish Power acquisition is done.
The contact is: Gary Ordway 830 N.E.
Holladay Suite 200 Portland, Oregon 97232
| Pacificorp Power Marketing ("PPM") |
Marie is fine with either Friday June 2 or 9.
So let's pick June 2 unless someone has a conflict.
For quick planning (invitations, caterer, limo, etc.
), who wants to help?
Sara
| Party for Marie |
Rick: With a little luck, I can attach the first page of each of the foregoing documents and the signature block for the ISDA Master Agreement (at the bottom of the first page of the ISDA Master Agreement).
The full set of signature documents comprises four pieces: (1) [BOILERPLATE] ISDA Master Agreement (Multicurrency - Cross Border) (2) Schedule to the Master Agreement [previously emailed to you] (3) [BOILERPLATE] ISDA Credit Support Annex [NOTE: the document contains 12 paragraphs] (4) Paragraph 13 to the ISDA Credit Support Annex [previously emailed to you] When we are ready to execute documents, we generally send out a complete package with all four parts.
The two emails which you previously received probably have the word "DRAFT" plastered all over them and we would normally remove this wording.
Please call me in the morning so that we can be sure to dot the "i's" and cross the "t's".
Thanks.
Sara
| ISDA Master Agreement and Credit Support Annex |
Monica: Since our recent conversation, I thought that you were going to send me the entire format for the European format for the repos.
Also, have you had an opportunity to review the existing repo between Chase and Enron North America Corp. (formerly Enron Capital & Trade Resources Corp.) dated as of January 29, 1998?
I look forward to hearing from you.
Sara
| Global Master Repurchase Agreement |
Mark: I've been asked whether ENA can enter into derivatives with an Indian company.
Do you have research regarding legality/enforceability since the 1997 global review which ENA conducted through Allen & Overy?
Thanks.
Sara
| Derivatives trading in India |
Rob: Have you ever directly engaged counsel in New Guinea?
I have searched our jurisdictional database but to no avail.
I only find Australian firms with New Guinea associations.
Thanks.
Sara
| Foreign legal counsel |
Rick: Both Greg and John are traveling.
I did receive a voice mail from John advising that the deal has been delayed.
I don't have details.
John will try to call you.
Thanks.
Sara
| Transaction Status |
Hope you had a great vacation!
Please let me know when you have some time so that we can talk about Brazil.
I'm trying to update the info that Yao left me and I am now being called by Gary Hickerson's group for a progress report.
Sara
| Brazil |
As a result of Jeff Nogid's request, here is a recap of the Morgan Stanley situation: (1) Morgan Stanley Capital Group Inc.
This is the entity for commodity trading.
(i) ECT has a Master Energy Price Swap Agreement dated 6/16/92 (ii) ECTRIC has an ISDA dated 3/2/99, but eff.
8/27/97 (2) Morgan Stanley Capital Services Inc. Jeff Nogid requesting new master for fixed income transactions (3) Morgan Stanley International Limited This is the entity for equity trading.
Will Nogid or Kinneman ever need this one?
Each of these companies has a different lawyer to negotiate the agreement.
Each Morgan Stanley entity might require a separate guaranty.
Anne Clark in legal (Cap Services) will let me know.
I will put (2) in place.
Do you want to pursue upgrading (1)(i) or addressing (3)?
Please let me know.
Thanks.
Sara
| Various "Morgan Stanley" master agreements |
Rod: I will contact Frederick Broda (VP, Derivatives and Fixed Income) in NY about this master.
Jeff Nogid requested this master as well.
Thanks.
Sara
| Credit Agricole Indosuez |
Michael and Deepak: Attached are the execution copies of the documents signed with ENA.
If I have missed anything, please contact Susan Flynn (as Marie Heard is now with EBS).
Thanks.
Sara
| Statoil Marketing & Trading (US) Inc. |
Hello there!
I know that you are out of the country.
Thanks for forwarding the message from Andre Cangucu.
I have been through your materials but do not find any involvement you may have had with specific swaps; the items I found were generic and were in the form of law firm memoranda (e.g., "Derivatives and FX Transactions in Brazil", "Trading with Brazilian Counterparties", etc.).
Am I missing something?
Look forward to seeing you soon.
Sara
| Swaps in Brazil |
Rod: attached is a recap of current credit derivatives trading in Jeff K.'s group.
I don't know about activity during Shari's oversight but I hear it was minimal.
How does this compare with Enron Credit.com?
Also, do we want agreements with other trading counterparties (e.g., DLJ Capital Funding, Inc.)?
Are Jeff and Paul calling credit before trading?
Please call to chat when you have a chance.
Thanks.
Sara
| Credit Derivatives |
Shari: I see that you added this to the legal/credit list.
Can you tell me why?
What type of deal do we do?
Did ECTI ever transact with DLJ Capital Funding, Inc. (for distressed loans)?
Are you familiar with the Loan Syndications and Trading Association, Inc. "standard terms and conditions"?
Did you ever document a loan derivative?
Thanks.
Sara
| DLJ International Capital |
Mark: Barbara Gray and Shonnie Daniel worked on a Q1 deal between Enron and Texaco to create a JV called BL.
I believe that the ownership is 60/40, respectively.
BL has its own employees drawn from both companies and elsewhere but is still requiring additional services.
The swap group has already opened two futures accounts for BL and drafted resolutions, authorized trader lists, etc.
Before the closing, there was an "understanding" that Enron would assist BL for a short time (until June, 2000).
However, credit (through Bill Bradford) negotiated a 3-year services agreement for credit services to BL (I believe based upon 1 full-time person run through an entire budget).
Randy Curry (BL's president) has requested that legal (swaps group) consider a short-term services arrangement (I am told by credit this would be for approx.
6-9 months; BL looking for approx.
20 ISDA's).
By the way, ENA is trying to negotiate an ISDA with BL but we have no one to negotiate with!
BL has not yet hired an in-house lawyer.
Are you interested in pursuing this request?
Sara
| Contract Legal Services for Bridgeline Gas Marketing LLC ("BL") |
Carol: Laurel Adams was wondering whether any of the paralegal candidates who we interviewed might have a good background for "back office" duties.
I have no idea whether salaries are comparable but she needs someone who can spot issues and learn the confirm process at the same time (if no experience in the confirmation area).
What do you think?
Sara
| ECT Investments confirm specialist (debt trading) |
Kelly: ENA is opening a margin line with Bank One to facilitate NYMEX trading through the Bank One broker.
Has Enron Corp. ever signed a standard Master Note with Bank One?
I'd like to see what's been previously negotiated.
Thanks.
Sara
| Bank One, NA |
I have two questions: (1) If the ECC financial trading business is to be confirmed in Canada, won't Greg Johnston need a "short course" on ISDA/omnibus, etc.?
I was thinking of practical issues as well as Tana's more formalized training.
(2) Have you spoken with Mary Solomson about Anthony?
I'm not sure if Tana has organized her lunch with global contracts, but it sounded as though Anthony was part of the problem and that Mary should be at the lunch.
| I have requested removal of your name from PATS distribution, and |
Maryann: I left you a voice mail the other day regarding two typos in the agreement and never received corrected pages.
The Guarantee has been executed.
However, the agreement is awaiting the initials of Rod Nelson (credit) who is on vacation until Wednesday.
Will you send corrected pages for insertion in the document?
| Guarantee; ISDA documentation |
Jason: Please review (I have others for you to see).
Also, Paul and I spoke with Cadwalader this morning.
Please continue to check the international exchanges online to see if you can locate clearinhouse rules for each exchange.
Perhaps you can also find information on the regulatory scheme for the jurisdictions.
I suspect we will have to hire outside counsel in each country to answer our concerns.
Let's talk.
SS
| Give Up Agreement |
Mark and Paul: Have either of you ever reviewed clearinghouse rules with respect to clearing members for the exhanges on which we trade (in an effort to analyze our risk with respect to our brokers)?
If the answer is yes, could I have copies of any memoranda?
Please let me hear from you or whomever may have reviewed this issue.
Thank you.
Sara
| global futures exchanges |
Susan: We need to set up this account for funding on or before 5/30.
Please call our rep at Morgan and let's get the paperwork signed.
Sara
| Enron Investments PLC |
Sheila: I received a requst from you.
Please advise if: (1) You sent explanation to Ted Murphy stating purpose for account.
(2) Agreement reflect DB Alex Brown LLC to clear trades with prime broker of our choice (3) Why is this a Deutsche Bank agreement?
Who is "Frost Securities, Inc."?
(4) Do we contact "Janet" at 214/515-4495 with markup?
| Frost Securities Inc. account with ECT Investments, Inc. |
Tana: Please review these pages for corrections and insert into original.
Rod should return tomorrow and we can execute and FedEx to PG&E.
Thanks.
Sara
| Corrected pages to ISDA Schedule and Annex |
I remembered!
Do we have access to the website(s) of the publications which we receive in order to do searches?
We must have a password.
Thanks.
Sara
| Derivatives Week |
Donna: It's been awhile since we last spoke about advising Enron companies of existing brokerage accounts.
It has also been determined (in legal) that the accounts will remain with ME and not move to Alan A. I have some temporary assistance in that an A&K lawyer, Jason Peters, is working up here for another few weeks.
I was hoping that we could all meet and put our "project" into action.
Please give me a call and suggest some time when we may meet.
Thanks.
Sara
| monitoring of equity accounts |
Michael and Deepak: Michael Moulton (the ENA paper and pulp trader) is extremely interested in SITA updates as often as possible.
Please make every effort to email Michael with updates at least weekly.
Thanks.
Sara
| Societe Industrielle de Transports Automobiles ("SITA") |
Rod and Susan: The CP's lawyer asked for a new draft so we can redraft on our new form.
Unless Rod objects, we will use the same credit.
Rod, there will be cross default and transferability issues (check Lotus Notes) but we can discuss when CP returns comments.
Our Portland trader is Kim Ward and she would like to be copied on the redraft.
Thanks.
Sara
| Arizona Public Service Company ("CP") |
Hello!
Please send me your fax number.
I have a list of "Final and Proposed Regulations" which needs to be updated.
I would like to fax you the list.
Thanks.
Sara
| update of Brazilian regulations |
Hey, Rod: Clint has trashed Lehman Bros. (for the moment) and is doing the deal with MLI.
So, today we confirm the trade on a Deemed ISDA and have agreed to sign an ISDA within 20 days.
Would you please prepare a credit worksheet and send it down so that we can get started?
Please note that we agreed to use Enron Corp. as the swap counterparty.
Also, you left the chart for the PATS-2000 deal in my office (you, bum!).
I do ask that you let me review this with you so that you can evaluate the credit risk.
Thanks.
Sara
| Merrill Lynch International ("MLI") and Enron Corp. |
Mark: Please verify for me that you told Susan F. that Samantha would be responsible for the brokerage accounts when she joins us.
I wasn't certain that Susan knew and I didn't want to spring it on her.
Thanks.
Sara
| brokerage accounts |
Susan: would you please contact this party to see if they have comments?
Jennifer says they are ready to sign.
We are having a guaranty problem and that's why this party has come up.
Please let Souad know what the response is.
Thanks.
Sara
| MP Energy Partnership |
Rod: Further to my recent memo, the Tokheim debt is being transferred to DLJ (and we owe Deutsche Bank for the unwind of the loan swap).
Sara P.S.
Who will handle credit derivatives in your absence?
| Credit Derivatives |
Carol: I missed this deal the other day which was originally assigned to Marie.
In our last legal/credit meeting, Brant was going to call Christina Tice, the CP credit manager.
Maybe this is a good one for Tana to stay on top of Brant.
Your name is on this one.
Also, nothing happened with credit on Friday.
Although Richard inquired about Palladium.
I let him know that we drew on the LC's last week (according to Tanya).
Sara
| Coral Energy Holding L.P. |
Rod: And what lawyer is handling this in your presence?
This is beginning to sound like Koch and all of the Koch separate trading entities!!!!
My brain is full now.
| CAPEX |
I am a derivatives lawyer with ENA in Houston and obtained your name through one of my traders who is transacting with Jay Carr in Houston (please see attached message below).
When I spoke with Jay earlier this month, I asked him for the name of a lawyer but was advised that all Vitol lawyers were in New York and that he would pass my message along to a lawyer.
I am assuming that you are the trading lawyer who can assist me with negotiating an ISDA Master Agreement between our respective companies.
If not, please let me know and feel free to pass this message on to the appropriate attorney.
On April 12, 1995, Enron Capital & Trade Resources Corp., predecessor in title to ENA, and Vitol S.A., Inc. entered into a Master Agreement which is one of ENA's early energy price swap agreements.
Since our companies are currently trading weather derivatives, I think you would agree that it would be prudent to supersede the existing agreement with an ISDA Master Agreement.
This relates to my conversation with Jay in that we confirmed our weather deals under the existing master but incorporated the 1991 and 1993 ISDA definitions into the confirms of our weather trades.
Please let me hear from you.
You can reach me via email, phone (713/853-5620) or fax (713/646-3490).
| Master Agreement (financial) between Enron North America Corp. ("ENA") and Vitol S.A. ("Vitol") |
All: I know that credit and legal are currently stretched to the limits but pushing your credit priorities will require some coordination.
Here's a brief recap of yesterday's meeting: ALMOST DONE: Cargill, Idacorp, Utilicorp BRANT: Dynegy Canada, Occidental, Duke Energy Marketing Limited P'p ED: Mieco, Inc. RUSSELL: PanCanadian Energy Services, WPS Energy Services TANYA: J.Aron (we need commercial help to push this) Please review the comments taken at each meeting and distributed to everyone.
Please use Lotus Notes to record/review activity.
We are depending on you to take needed action as required and we are doing the same.
Thanks.
Sara
| Credit "Top Tens" |
Hi, Susan.
Just to let you know that I will have the agreements executed by ENA once you have initialled and returned them to me.
Thanks.
Sara
| Enron Australia agency agreement |
I have not heard from Andre Cangucu (although he opened the e-mail yesterday).
I will contact him again.
I sent the index of final and draft resolutions to Andrea on July 12 for updating.
Can you schedule some time to speak with Andrea?
Thanks.
Sara
| Trading in Brazil |
Ted: ENA, formerly Enron Gas Marketing, Inc., opened a futures account with Cargill in 1993.
I am advised that there has not been any activity with Cargill for many months.
It appears that we had subaccounts for trading crude, nat gas, unleaded gas.
We do not have any margin residing with Cargill.
Given our recent discussions regarding inactive equity accounts, I was wondering if you had given any thought to inactive futures accounts.
As of 5/23/00, I see only 13 active futures accounts.
The following accounts appear to be dormant: (1) Bank One - I am currently negotiating to open up a margin line (2) Cargill (3) Daiwa Securities America (4) Gerald Inc. (may have merged or business moved to another firm) (5) Merrill Lynch Futures (6) Paine Webber (7) OM Stockholm (paper) (8) Spear, Leeds & Kellogg Please let me know what action you would like to take, if any, or discuss in general.
Thanks.
Sara
| Cargill Investor Services, Inc. ("Cargill") and inactive futures accounts |
Martin: I wasn't certain if I sent you an email earlier today, but I am in need of current information regarding Swedish law, in connection with an ENA swap with a Swedish corporate.
I faxed our counsel (from the 1996 derivatives survey) Advokatfirman Vinge KB to inquire about the enforceability of arbitration in ISDA agreements between US and Swedish parties.
Do you know the answer?
Or do you have any other suggestions?
We did a trade yesterday and I'm trying to document using a deemed ISDA.
I appreciate any help.
Regards.
Sara
| Further to my voice mail of 5/31/00 on your cell phone |
Mark: I have scheduled a 5 pm flight to NO.
I am attending a wedding Friday night.
I hope this is not a problem, but let me know.
Also, did you receive my voice mail about the Goldman electronic agreement and their denial of my request for injunctive relief upon proof of breach?
I'd like to finalize this agreement.
Thanks.
Sara
| Friday, flight to N.O. |
This evening, ECT faxed comments to counterparty's proposed ISDA to both John Joel and Douglas Marshall.
We also resent the Credit Support Annex because counterparty never commented on ours and failed to include one.
John Joel called me this morning to determine when the lawyers could speak.
I told him to schedule a conference call because ECT was ready and was faxing comments today.
I haven't heard from him.
SS
| Xerox Corp. |
In the interest of time, I have revised our draft ISDA Schedule to conform in most material respects to the 1994 (effective 1992) agreement executed between ERMS and Merrill Lynch Capital Services, Inc. ("Old ISDA").
This was done to accommadate the Merrill lawyer, Gary Rosenblum (who didn't want to read our Schedule!).
The Old ISDA is not identical to the format used by Merrill Lynch International today so I'm not sure how hard they will press for other changes.
There are two potential credit issues that I see: (1) agreement as to the Enron Corp. guaranty cap (and possible Merrill Lynch guaranty cap) and (2) our introduction of a MAC provision in the form of an Additional Event of Default (necessary because the Old ISDA had a Credit Support Annex and this one does not).
I left a voice mail for Gary Rosenblum and asked that he let me know when he was available on Monday to talk AND to have his credit person contact Rod Nelson.
Sara P.S.
I haven't heard from Morgan Guaranty Trust Company or Morgan Stanley Capital Services, Inc.
| Merrill Lynch International |
Carol: Here's my "short" list of issues for Mark: (1) Swap Group Meeting on Wednesday, June 7: (a) reiterate "rules" (e.g., office hours, taking personal/vacation time and advising the rest of the group, how rotation of masters/confirms/C.A.
works and what happens when someone is ill/vacation, timeliness of deemed ISDA's/omnibus confirms, confirmation desk, etc.)
(b)paralegal workload (2) Confirmations and need to create a "writing" multiple confirms with the same counterparty confirms with extremely short terms (hourly, under 5 days) - no confirm?
use of confirms with negative language (3) Hiring a clerk to assist paralegals to run errands (4) Policy regarding INDIVIDUALS as eligible swap participants (5) Method for shortening weather confirms (6) Mary and Brent - possible work assignments
| Let's get on Mark's calendar before Wednesday |
Melissa: I've revised your list slightly for my purposes.
Can you take a quick look?
We can refine the format tomorrow.
Thanks.
Sara p.s.
It sure looks like a lot of people have their hands on the "power correction language".
I'm meeting with Tom May this afternoon.
| financial power |
Brent, Andrea and I had a "status" conversation this afternoon.
Brent will go to Sao Paulo on July 20 to meet with Andrea, Randy and commercial people.
Andrea has requested that you and I go to Brazil after July 28 when the outside lawyer is back from vacation.
In general, the three of us are conforming and updating physical resolutions (final and proposed) and identifying additional research necessary to address the financial trading issues.
These are related to specific deals originating in Brazil (which are truly settled financially, e.g., a purported prepay where no physical commodity was to be delivered) and issues arising here in Houston (e.g., the Hickerson request for fixed income, FX and equity trading).
Brent will be discussing pending transaction structures while in Sao Paulo.
It appears that Brent is the "point person" for dealing directly with the Sao Paulo office and he will bring me in as necessary (although I will be dealing frequently with Andrea).
| Trading in Brazil |
Rod: What's going on with this dudes?
They just sent me a huge agreement relating to their arrangement with the International Finance Corp. and hedging agreements.
Sara
| Capex, S.A. |
Just got off the phone with outside counsel for Credit Agricole.
We're very close.
Tanya: Can you tell me what products we trade?
Are there many outstanding transactions?
Also, I'd like to make sure that the "credit worksheet" is current.
It looks like we're working off of something dated 1/31/96 (Terry Donovan!!!!!).
This must be wrong.
| Credit Agricole |
Greetings!
Hope there's no confusion about my role in Brazil.
I'm replacing Yao Apasu in the derivatives area and I thought he was more involved in the process than he apparently was.
I'll be taking direction from Brent and will be available as needed.
Thanks.
Sara
| Trading in Brazil |
Still waiting to hear from you.
Attached is a refinement of your proposal but I don't know if it accurately describes what you want.
SS
| Merita |
David: Thank you for the email.
I left a message for you to call (let me know what's convenient and I'll make myself available) because we were trying to make the language generic enough to include all future products which might fall into this category.
We considered the following: Alternative 1: "For purposes of any Transaction in a Commodity for which there is either no market or for which the market is illiquid, Party B recognizes that (i) this market is less liquid than other OTC derivatives markets; .
.
."
Alternative 2: "For purposes of any Transaction in which the relevant Commodity is traded in a market that is newer or less liquid than other OTC derivatives markets, Party B recognizes that (i) such market is newer or less liquid than other OTC derivatives markets; .
.
. "
We also considered adding some type of statement that specifies newer products without limiting future applicability (i.e.. "including but not limited to paper and pulp").
Also, "newer market" may not mean illiquid.
"No market" could mean that we are the only market maker.
Your language places the onus on us to continually identify these illiquid products either in the Schedule, by amendment to the Schedule or in a separate writing.
Can we please discuss?
I am free all afternoon.
Thanks.
Sara
| paper and pulp language |
We are continuing to send Deemed ISDA's to this entity (periodically) and have transacted with other Glencore entities in the past.
I would like to generate a draft ISDA and send to these guys because it will make our life easier (and we say as much in a Deemed ISDA).
Thanks.
Sara
| Glencore AG |
Gary: I believe we are having our guaranty executed.
We haven't seen the draft of yours.
Please send ASAP.
How long will it take for you to execute?
Sara
| ISDA Master Agreement |
Jaime: When speaking with you earlier, I completely forgot to mention that Carol St. Clair (Ext.
33989) will be addressing EOL issues arising in connection with Enron Mexico Corp.
Please forgive me.
I know that Carol is trying to finalize communications with our outside counsel in Mexico.
It may be helpful for you to have a conversation with her about your goals, etc.
for her to include in her discussions.
I am still handling financial derivatives matters in general for Mexico.
Please let me hear from you and I look forward to meeting with you later this week.
Regards.
Sara
| EOL matters |
This provision is an election which we have added to the Schedule for governmental entities.
I believe that it is intended to eliminate any confusion that historically arose during the debate between "First Method" (one-way payments) and "Second Method" (two-way payments) for Early Termination purposes.
Although I can't find a good reason to continue to use this provision with an ISDA (except that it emphasizes the point), I can understand why we may have added it to a pre-ISDA agreement with a governmental.
The only example that I could locate was our September 21, 1995 Master Agreement with Reedy Creek Improvement District.
For those of you who have never seen this form, it was one of the two types of master agreements developed by ECT before we became conversant with ISDA.
Because these forms didn't contemplate municipal counterparties, we had to add many of the ISDA U.S. Municipal Counterparty Schedule provisions.
The Part 5(b)(k) provision originally appeared in this early agreement.
It was included in the "Event of Change" section [5F(4)] (which is tantamount to the ISDA concept of "Illegality", a "Termination Event").
I think it was probably included because in the ISDA, Second Method is the automatic payment method if the parties fail to make a specific designation for Early Termination purposes, but there isn't a comparable provision in the old ECT form.
| "Termination Payments" - Part 5 (b)(k) to the ISDA Master Agreement |
Sheetal: Please note that ENA will ALWAYS want to include an Annex B with this Counterparty.
Legal will need to review each time.
Thanks.
Sara
| Small Ventures USA, LLC |
Susan: (1) We need to have the following agreement with Goldman re-executed.
I have the prior agreement in my office (if you want it).
Please let me see the cover letter you submit to Lisa.
Please add this to the equity list.
(2) I will give you Direct Trading for execution.
It should also be added to the equity list.
(3) I think we need to add a reference to the First Boston Enron Corp. account to the equity list.
| Client Access documentation |
Lauren spoke with Anthony last night - all is calm.
Sheila will track down an account number.
Lauren will deliver docs to you today and we will need Ted's signature.
We can send out the package tonight.
One of Anthony's assistants is handling today.
By the way, Enron India LLC recieved the largest share of the IPO.
There are problems with the other the other India account.
| Enron India LLC |
Paul: I think you are trying to avoid me!
Hope all is well and you are just overworked and overwhelmed.
I am now working with Moazzam Khoja in Houston who is part of the enroncredit.com group most of which (as I understand) is located in London.
In connection with that group's activities, I have some questions and all fingers point to you.
(1) Do you have credit derivative research that may be applicable for credit derivative transactions (including your online "bankruptcy swap") in the US?
I am sure that you've already explored the "insurance" issue and I don't want to duplicate reasearch, if possible.
(2) What forms have you devised?
Are they online?
Should I just grab a password?
(3) Are the enroncredit.com traders in the UK required by the SFA to take an SFA exam (I'm guessing it's a broker or securities exam)?
Is trading in credit derivatives regulated, or regulated differently than other types of derivatives?
I am trying to determine whether Moazzam needs to take the Series 7 here in the US; our traders taking that exam must be dealing in "securites" for that exam to be necessary.
(4) Where is enroncredit.com headed?
I would very much appreciate your [PROMPT] reply.
Sara
| credit derivatives/SFA exam |
Do you think that we should give Susan B., Susan F. and Tana an expression of thanks for their work during Marie's departure?
I was thinking that a gift certificate would be appropriate (e.g., spa services, Enron gift products, etc.)
and it might send the message that we do know and appreciate their efforts.
Sara
| paralegal "thanks" |
All: Attached are Bob's comments.
I have not yet reviewed but will do so= =20 shortly.
We're making progress on the masters.
And it will be important t= o=20 track ALL EQUITY CONFIRMATIONS.
I would appreciate your advising me whenev= er=20 Enron Corp. transacts derivatives/forwards, whether in the name of Enron=20 Corp. or ENA, on a timely basis.
This will obvioiusly eliminate delays in= =20 reviewing the language and will make it easier to speak with both Rex and= =20 Bob.
Thanks.
Sara
| Equity Transactions |
Hi, Shari: Carol told me that you and Peggy have some memoranda addressing the validity of local derivatives trading in Mexico.
I would appreciate copies.
Do I need to also place these in our legal opinion database?
Thanks.
Sara
| local derivatives - Mexico |
Mark: ENA is looking into derivatives trading with an Indian corporate.
My latest information is the opinion from 1/14/97 rendered by Crawford Bayley & Co. (which was part of our global survey effort a few years ago).
Do you have anything more recent?
The ENA inquiry came from the pulp and paper group.
Thanks for your help.
Sara
| India: derivatives |
fyi.
also, I just spoke with Sarah Wesner (ext.
35261) who will coordinate with you.
You can review the note with her and let's talk about their guaranty (will our guaranty format work?).
Also, I'm almost inclined to go with their commitment letter (if revised) in lieu of a lengthier agreement.
SS
| Differences |
Sheila: Looks like Rafael never read the email that Susan Flynn sent to Nancy a few days ago.
I don't know where this stands.
Sara
| Enron Inversiones de Energia S.C.A. |
Tanya: I just spoke with Chris about this ARCO transaction which might trade TODAY.
We are "cleaning up" some of the language as it was based on the prior ARCO deal (when we were ECT).
Please note that Enron Corp. previously provided a guaranty.
I am not certain whether that guaranty is tied to the transaction specifically and I'll try to track down.
Will ENA provide a parent guaranty for the new transaction?
Please let me know.
Thanks.
Sara
| Confirm for Power Swap |
Joe: Attached in draft form is a transaction that Chris Foster may do with Arco today.
His number in Portland is 834-3822.
I'm not certain about credit and "ECT" will have to change to "ENA".
Let's keep in touch.
Thanks.
Sara
| Confirm for Power Swap |
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