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Stephanie: Can we get the SITA blackline out today?
We should put ENE guaranty in line for execution and let's push Clem for Friday at the latest.
Also, Matt Dawson has requested copy of latest docs AND he cannot locate the executed P/A.
I think you should try tax.
Let me know if you need my help.
Sara
| SITA |
Tanya: I've been meaning to touch base with you about: In our form CSA, the Debt Rating Change is triggered ONLY off of S&P.
I thought this was a carry-over from ENE's previous split rating.
Does credit want to leave the trigger at "below BBB- by S&P" or also add in Moody's?
Thanks.
Sara
| general issues |
Holli: We need to talk about status.
I spoke yesterday with three EWEB lawyers and Dick Varner.
I have to comment back on the Schedule to the master agreement.
EWEB has not yet reviewed the Credit Support Annex and needs to submit their proposed legal opinion.
EWEB is reserving discussion of the confirmations pending resolution of the master agreement.
Most important, however, is the EWEB legal opinion which will be limited by the capacity of EWEB's traders to enter into financial trades at any given point in time.
EWEB is insisting that we assume the obligation of knowing whether an EWEB trader is authorized to act and how that EWEB trader is authorized to act under EWEB's trading policy because, under Oregon law (and the law of all states), financial trades executed by unauthorized persons (employed by governmental entities) are completely void.
Your two trades (which began as physical deals and were transformed into financial deals) were authorized by EWEB's recent board resolution.
However, you cannot rely fully on this resolution for future trades.
Before you ever trade with EWEB again, you will not be able to rely upon your past relationship with an EWEB trader.
You will first have to conduct some due diligence with respect to the EWEB trader and the EWEB trading policy.
ENA has never agreed to this type of arrangement.
Let's schedule a time to discuss the agreement further.
Thanks.
Sara
| EWEB |
Aaron: I spoke with both Matt Flett (Morgan counsel) and Denis O'Connell about the ISDA already negotiated by EnronCredit.com Limited.
Each was supposed to send me the draft docs for me to review and comment on for ENA.
I have not received anything yet but will comment immediately upon receipt.
I'll keep you up to date.
Sara
| Morgan Stanley Capital Services Inc. |
Dana: What would be a convenient time for us to chat briefly about the legal issues associated with derivative transactions between ENA and municipal/governmental counterparties?
Please let me know.
Thanks.
Sara
| financial trading with governmental entities |
All: To whom should Risk Management & Trading Corp. ("RMT") direct the swap confirmation related to RMT's hedge management fee with Enron Nordic Energy (Norwegian branch of Enron Capital & Trade Resources International Corp.)?
The previous transaction was dated February 24, 1999 and requires amendment.
Please let me know.
Sara
| Rho/Drift/Benchmark & Hedge Management Fee |
Tanya and Tana: I am attaching the following (see the Security Agreement Amendment) as an example of what we did in the Chase amendment of the CSA.
Please note the use of longer dated government securities.
I don't know what we want to use with BofA.
Sara
| Rehypothecation amendments |
David: We are drafting a credit derivative confirmation in connection with one of our year-end deals.
Will you or Jean be able to review the confirm with us?
I look forward to hearing from you.
Regards.
Sara
| Credit Derivative |
Janine: With respect to the attached (internal) FX product for EOL, I just wanted to verify with you that internal counterparties should transact on EOL with: (1) RMT (as principal for Houston FX desk) (2) EEFT as agent for RMT (as principal for London FX desk).
In this regard, was the services agreement between ENA and EEFT ever extended to include RMT for internal trades?
(3) Enron Japan Corp. (as principal for Tokyo FX desk) There appears to be some confusion since our meeting of November 3.
Thanks.
Sara
| FX Product |
Just got off the phone with the lawyer.
We have only minor comments and he needs to check with his credit people regarding the collateral threshold.
I will wait to hear back before sending out a revision.
Sara
| NY State Gas & Electric |
Rod Nelson in credit forwarded the Gulf request and attachments.
ECTC's execution of the No Interest Letter is fine from a legal and credit perspective.
I agree wtih your analysis.
Sara
| Gulf Canada Resources Limited ("Gulf") sale to Renaissance |
As both parties continue to explore the issues which we discussed yesterday, would you like to send us Harvard's form of guaranty?
I will be out of the office next week.
Thanks.
Sara
| Form of Guaranty |
Attached are the latest documents from the ECT power trading group.
The documents distributed in March, 1999 were revised recently although no redline is available.
There are no other forms currently in use.
I'll speak with Elizabeth Sager about pending revisions.
Also, I will send to you both my thoughts regarding an action plan for the coming months.
Let me know if you need anything further and if I should be copying any business people/legal on our e-mails.
Sara
| Power Trading Documents |
I will begin circulating a list of ECT/ S. Cone Counterparty master swap agreements.
Other than yourself, who else should receive these updates?
In particular, I am thinking of commercials in BA and/or Sao Paulo.
Would you encourage more frequent distribution?
Sara
| Weekly Update of Southern Cone Master Agreements |
Attached is the first report identifying financial master trading agreements generated by ECT's derivatives legal group.
This report will be updated and distributed weekly.
It only reflects documentation originated by Houston's legal department and the status of negotiations.
If you have any questions, please call me at 713/853-5620 or e-mail.
Thanks.
Sara
| Southern Cone Financial Master Agreements |
Under separate cover, I am faxing to you a copy of a "Table of Contents" for a collection of memoranda on various Brazilian issues (physical trading, derivatives, tax, etc.
which I have copies of.
I have also received from you this morning the response of Antonio Felix et al to the inquiry of Gustavo Junqueira.
It will become increasingly difficult to monitor our progress with the Tozzini firm if the business people have direct contact with Tozzini and bypass the Enron lawyers.
We will not be able to compile a comprehensive review and the requests will become disorganized.
Requests for legal research by Tozzini should originate with the Enron lawyers and be addressed to the Enron lawyers.
We can then discuss conclusions with our business people (and even meet together with Tozzini).
I hope that you concur with this procedure.
If you do, I think that it would be more appropriate for you to contact the Tozzini firm to convey the message (and also to our business people).
Please call me when you are back in the Sao Paulo office if you have any questions.
P.S.
I will prepare for you the "mini-book" containing the memoranda referenced above.
| Brazilian Derivatives Issues |
Per our conversation of date, attached is ECT's most recent version of the ISDA Schedule and Credit Support Annex designed for use with Argentine counterparties.
As we discussed, I would like for you to review this format and determine whether changes are required as a result of legal developments in Argentina.
Please call me when you have had an opportunity to review the document.
We have had sent out several recent drafts using the attached format.
Also, any written materials which might prove useful are always greatly appreciated.
Thanks.
Sara P.S.
I will try to schedule some time when I am in the B.A.
office.
| ISDA Schedule for Argentina |
Via fax, I am sending to you the new and old Annex A forms and a variety of new and old option (cap,floor, call,put,collar) formats.
Per our earlier conversation, I would truly appreciate your input.
The fax is about 40 pages.
Sara
| Master forms |
I just spoke with Miriam Radich (Tiger's lawyer) and advised her of ECT's name change effective 9/1/99.
She advised that she will revise our docs TOMORROW.
Also, we will send a new blackline guaranty to Tiger (terms previously agreed) to reflect name change.
Per: It may take several days to have the guaranties executed by Corp. You need to give Marie advance notice on that front.
SS
| Tiger |
Marie will verify this information first thing in the a.m.: The Duke master is dated August 16, 1999.
It was sent for execution (to Carol Graebner in Houston) on August 18, 1999.
I cannot verify whether execution copies have been received by ECT.
Sara
| Duke Energy International LLC |
Although I am still waiting for another Brazilian visa, I would like to pose several potential dates to meet with you regarding Enron North America Corp. trading issues.
I am presently considering several time periods: September 9,10, 12-17,19-24 Obviously, I can be available at any time during the month of Septermber as well as future months.
But I would like to get started as soon as possible.
If you could kindly e-mail or call me (713/853-5620), I can elaborate further.
Thank you.
Sara
| Financial Trading Issues in Brazil |
A copy of the 8/31/99 letter from Erik Ludtke was received at 18:10 on fax no.
"713 646 4818" addressed to the attention of "Assistant General Counsel".
This would conform to notices in the master agreement (for Sections 5 and 6), an executed copy of which we have never received or seen.
On a different matter, do you think that we can discuss the omnibus templates tomorrow?
I am pressed for a response.
SS
| Duke |
Effective immediately, all questions from the confirmation desk to legal should be routed to a designated paralegal on a quarterly basis (with the exception of the very first rotation) as follows: Susan Bailey - X34737 September 1, 1999 - December 31, 1999 Susan Flynn - X30975 January 1, 2000 - March 31, 2000 Marie Heard - X33907 April 1, 2000 - June 30, 2000 You will be advised of subsequent rotations.
Please do NOT route calls to Tana Jones who will be spending most of her time working on special projects for our group.
This procedure should not affect any existing arrangements you may have with a particular attorney.
Please contact me if you have any questions.
Sara
| Rotation of Confirmation Desk Calls |
Irene: Due to the lateness of discussions at Enron Capital & Trade Resources Corp., I did not send any documents to you this evening.
However, I do have two different sets of drafts to send to you in the morning.
I have an ISDA without an annex (collateral built into the Schedule) and an ISDA with an annex.
We have had discussions regarding the use of Letters of Credit and Surety Bonds as acceptable forms of collateral and I may need some additional time to resolve the issues.
I will contact you early tomorrow to deliver docs and establish a timeline (if possible).
Thanks.
Sara
| ISDA Schedule to Master Agreement and Credit Support Annex |
This attachment ONLY changes references from "ECT" to "ENA" to match the name change on the first page of the confirm.
We will revise Canadian Annex A in a similar fashion.
Subsequent template changes are forthcoming.
Sara
| Revised Annex A |
Please take a look at the proposed language.
You will need to consider the time period before which a Market Disruption Event will kick in.
: Postponement: For the purposes of the definition of "Price Source Disruption," as set forth in Section 7.4(c)(i) of the Commodity Definitions, the Maximum Days of Disruption shall be [thirty-two/sixty-four] days after the last date of publication of World Pulp Monthly, or any successor publication, published by Resource Information Systems, Inc. or its successor for the applicable Calculation Period.
| "Postponement" language to add to confirmations |
I am still trying to resolve the question of who will advise you on the consulting and other agreements.
In the meantime, I have attached a form which you can use to create a report for your group.
This would be quite helpful to the lawyers in staffing the group more efficiently.
SS
| Paper and pulp group status report |
Please review the attached "paper & pulp" doc for accuracy.
I've already marked the doc for accuracy (as far as I can tell) but I don't know if the general statements are accurate.
Please coordinate through Tana Jones.
I do not know who wrote the document, but I presume it was someone in London.
Sara
| EnronOnline Market Descriptions |
I am planning to travel to Argentina and Brazil in the next 10 days.
Will you be able to provide me with your written comments on the draft ISDA Schedule by September 10?
Also, will you be in the BA office during the period from September 13 through 25?
I will schedule a meeting with you as I finalize plans.
Enron's office will be closed on Monday, September 6.
I look forward to hearing from you after that date.
Regards.
Sara
| Review of Enron North America Corp. ISDA Schedule |
Thank you for your earlier response.
Enron's offices will be closed on Monday, September 6 and I understand that your office will be closed on Tuesday, September 7.
Will you be available for a conference call on Wednesday, September 8?
I would like to discuss generally the financial trading issues which I will need to address.
I look forward to hearing from you.
Regards.
Sara
| conference call |
Susan: (1) Would you please verify the financial section of the attached report?
(2) Will you update the "Southern Cone" swap report and circulate as we have agreed.
Thanks.
If you have questions, holler.
Thanks.
SS
| BA Deal Report |
Is someone (or all of us) going to bring Susan up to date?
I would like for her to coordinate the lunch with the desk on Thursday if that date is selected.
SS
| Susan Flynn |
(1) I can confirm that the swap group has no financial (or physical) info on Bolivia.
You may want to check with Alan on the existence of any specific physical reviews on Bolivia.
(2) Do you have some time to discuss the omnibus confirm process?
(3) Have you heard further of Duke?
| general |
Thanks for the quick response.
On short notice, Thursday 9/9 did not work.
I have two alternatives: Friday, 9/10 and Wed., 9/15.
If you could advise of your availability by the end of today, I can give everyone a firm date.
Thanks.
Sara
| Confirmation Desk/Legal luncheon |
London traders are transacting from London in the names of both ECT(Houston) and ECTRIC(London) with DAPSA and Sempra.
The deal tickets are still being sent to Houston for confirmation preparation (rather than from London where the trade is actually consummated).
With respect to Sempra, we were previously advised that Sempra would not transact directly with ECTRIC absent a Master but this cannot be accurate because some Sempra deal tickets recite ECTRIC's name.
This message is FYI if there are no regulatory issues involved.
Houston will certainly document back-to-back internal transactions.
Sara
| London originated financial transactions: DAPSA and Sempra |
I've left a voice mail for Michael Moulton to determine whether he wants to wait for Dan or proceed with either Teresa or Cynthia (and I left voice mails for them).
I'll let you know.
Thanks.
Sara
| Project-Sort 2 Document |
I'll call you at 3pm BA to discuss omnibus.
Then we'll break and I'll dash over to meet with both Lynn Aven and Rick Hopkinson at Allen Center and we'll call you back to discuss tax etc.
SS
| 2 calls |
Kaye tells me that the hotel that you and Mark recommend is not an Enron approved hotel.
(I think it's a Sheraton?).
Do you know a nearby hotel which is approved?
We can chat during our later call.
SS
| Hotels in BA |
I will be in Enron's BA office from September 14 - September 17 (Tuesday - Friday).
I would like to schedule some time to review the ISDA Schedule previously sent to you for comment.
Other than the morning and early afternoon of Sept. 15 (Wed.), I am free to schedule an appointment with you.
If you have comments to the Schedule, please send them to me in Houston.
I will be in the Houston office until Monday afternoon.
Also, does the Marval firm have an English speaking tax lawyer who could assist Enron Houston tax on Argentine trading issues?
Please let me know as soon as possible.
I look forward to hearing from you.
Regards.
Sara
| Review of Enron ISDA Schedule |
Hello!
I'll be visiting the Sao Paulo office next week to discuss physical and financial trading issues with Tozzini lawyers.
This time, I'll arrive on the weekend and hopefully beat any new hurricanes!
Andrea and I have confirmed our meeting throughout the day Monday to discuss documentation for physical power transactions.
I'll be reviewing financial trading issues during the remaining period.
Thus far, reviews are preliminary in nature.
I'll be flying to Buenos Aires Wednesday evening.
I hope you'll be in the office so that we can meet.
I look forward to seeing you again.
Sara
| Trip to Brazil - September 20 - 22 |
Attached is my preliminary description of financial products for trading in Brazil.
I will speak with Antonio Felix on Thursday.
Please let me know if you have comments.
Thanks.
Sara
| Financial Products Review |
I have scheduled a conference call with Antonio Felix on Thursday Sept 16 at 3pm Sao Paulo time.
I am initiating the call.
I will discuss the types of products which the Enron "family" is primarily interested in analyzing with respect to legality (in general), taxation, type of entity appropriate for conducting business and procedure for implementation.
I hope to narrow the focus of the legal review, identify other issues and will ask that legal fees be broken out by product.
On Tuesday, Sept 21, I will meet with Antonio Felix at Enron's offices in Sao Paulo at 9 am.
Everyone is welcome to join me for both the conference call and meeting in Sao Paulo.
Please let me know if you would like to participate.
Thanks.
Sara
| Financial trading issues in Brazil |
This call has been changed to 3 pm (Houston time) which is 5 pm (Sao Paulo time).
Please let me know if you would like for me to conference you in.
Sara
| Conference call with Antonio Felix de Araujo Cintra on Thursday, Sept. 16, 1999 |
I will initiate the call and I will also conference in Andrea Bertone.
Attached is a short list illustrating the types of financial products about which our commercial people are inquiring.
My goal is to discuss parameters for further legal/tax research required to assist Enron in deciding how to trade these products.
I look forward to our conversation.
Sara
| Conference call Sept. 16, 1999 [5 pm SP time] |
Have you decided who will be assisting tax-wise for these two countries?
I have a conference call this afternoon at 3 pm (Houston time) with Antonio Felix de Araujo Cintra from the Tozzini firm regarding further research on derivative products for trading in Brazil.
Attached is a summary of products and the various Enron groups seeking answers.
If you would like to participate in person or by conference, please let me know.
I will be in Sao Paulo from Sept 20-22 and Buenos Aires from Sept 23-24.
In Brazil, I will be meeting again with Tozzini lawyers.
In BA, I'll be meeting with Marval lawyers.
Let me know if you would like to participate in any way.
Sara
| Argentina and Brazil tax assignments |
As a result of our luncheon with the confirm desk yesterday, could someone develop a comprehensive list identifying all omnibus attachments?
If you think any other pertinent information could be included, please feel free to add it.
Thanks.
Sara
| List of Omnibus annexes and attachments |
The conference call has been rescheduled for Friday, Sept. 17 at 9 am (Houston) which is 11 am (Sao Paulo).
I will initiate the call.
If anyone would like to be conferenced in or attend in person, please let me know.
Thanks.
Sara
| Conference call with Antonio Felix de Araujo Cintra |
I am forwarding to you guidelines prepared for global products trading.
It's a good starting point.
I am currently working on guidelines for Argentina which will address both physical and financial trading.
Other "guidelines" exist in limited form for the remote offices in Singapore and Australia.
I am checking on London.
I'm not exactly certain as to what you are looking for.
Obviously the foreign offices have issues that may not apply in the US (although LA.
is about as close as you can get to a third world country).
One thing that doesn't show up in the attachment is the swap eligibility issue.
Let me know how I can help further.
Sara
| trader guidelines |
Mark Elliott tells me that you drafted some trader guidelines (physical and financial) for the London traders.
I am trying to develop similar guidelines for the Southern Cone regions (first Argentina) and thought your expertise would be very helpful.
Could you send me a set?
I'm leaving for Sao Paulo on Saturday but I will be in the office tomorrow.
Thank you for your help.
Regards.
Sara
| Trader Guidelines |
Please review the attached memo to verify that I have identified all of the products that you are interested in trading in Brazil.
I will be in Sao Paulo on Monday, September 20, 1999.
Thank you,
| Products for Trading in Brazil. |
I was unable to speak with Andrea but left her a voice mail.
I'll let you know if I hear from her before your afternoon meeting.
Sara
| Elektro |
We are presently contacting Morgan Stanley Dean Witter to facilitate opening of an account for EPHXII to trade ADRs.
You will need to provide a resolution authorizing opening of the account as well as an authorized trader list and other contacts.
We will provide you with drafts.
I am certain that the broker will accept fax signatures and then follow up with originals.
For future reference, will this be an isolated instance (i.e., deal specific) or will these accounts become more routine?
Just wondering if S. Cone has a formal trading policy or if trading is still deal specific.
SS
| Enron Power Holdings XII Ltd. ("EPHXII") |
RE the message attached from Brian Swinford, Lynn advises that you are familiar with CIESA (I am not!).
I don't know anything about a prior interest rate swap.
By copy of this e-mail I am asking Pat Cini to suggest how we might proceed.
If you have further information, please let us know.
Thanks.
Sara
| ISDA |
Mark, you may recall my memo to you in April, 1999 which indicated that for netting purposes, the conditions included: 1.
The transaction must be governed by a market standard master agreement or occur on a French regulated market 2.
One of the parties must be (a) an "investment firm" within the meaning of the law of 2nd of July, 1996, (b) an instituion or firm benefitting from the provisions of article 25 of the Law or (c) a non-resident entity having a "comparable status" The term "investment firm" embodies financial type institutions which recieve and transmit order for financial instruments for third parties.
There are 12 categories of article 25 firms (including Bank of France, insurance companies, broker types, etc.)
.For example, one murky designation includes "persons who supply an investment service which is ancillary to their professional activity, provided the rules governing such activity do not prohibt the carrying on of investment services".
Slaughter and May has advised that they could assist us in determining whether our French counterparty fit this category and it definitely needs to be discussed with the counterparty (and extract a rep from them as well).
There are other categories as well.
I have a copy of the law if you would like to review.
The non-resident entity having "comparable status" is the category WE were trying for fit into without much success.
Tana tells me that I have given you misinformation.
Perhaps the law has changed and Justin has a recent update.
ENA has a Soc Gen master, and we have recently sent a Deemed ISDA to a French corporate (one shot deal only).
| Derivatives trading in France |
Mark and I met yesterday.
I am NOT making my proposed changes to either Section 2 or Section 8 of the Omnibus other than adding definitions for "Option" and "Floor Amount" to Section 8.
This does not interfere with all of our other general changes to Annex A (which include the comment about "Total Premium" which should conform to the online version).
So, Annex A is ready to go!
Sara
| "Sara's changes to the omnibus" |
Guess what?
Lotus Notes prompted me that there was more than one "Marie Heard"!
Could this be true or do I have a virus?
SS
| "Sara's changes to the omnibus" |
I'm trying to revise Annex A. Mike Etringer (in Portland) would like for this to go out today.
I'm leaving at 4 pm.
Thanks.
SS
| Deseret Generation & Transmission Co-Operative. |
Hello there!
Hope all is well.
Will you be at the legal conference later this month?
Would you please provide us with information identifying the specific entity requiring the brokerage account and a brief description of the transaction for which the account is required.
Also, for purposes of your unanimous consent or resolution, you should note that either of Ted Murphy or Rick Buy should be one of the two signatories required for opening the account.
Let me know if you have any questions.
Sara
| Brokerage Account for EES affiliate |
Regards from Houston!
I hope you are well and busy.
I just wanted to follow up on our very productive meeting of September 21, 1999.
Enron North America and Enron South America are still quite anxious to continue our analysis of the various components of financial trading.
I believe that you were going to prepare some type of matrix to help identify the various legal issues and practical aspects associated with financially transacting in Brazil.
We would then add tax and regulatory analyses to the possibilities.
If my memory serves me correctly, we had identified transactions by the Enron entity ("ENE") as follows: 1. cross-border swaps (a) ENE offshore FINANCIAL INSTITUTION and Brazilian entity (b) ENE offshore (not financial institution) through CC-5 Account with authorized Brazilian bank and Brazilian entity NOTE: enforceability issues with 1(b) 2. local swaps (a) ENE onshore entity and Brazilian FINANCIAL INSTITUTION (or ENE onshore FINANCIAL INSTITUTION and Brazilian resident) (b) ENE onshore entity and Brazilian entity (not financial institution) registered with the BM&F or CETIP through intermediary NOTE: compliance with existing regulations as to specific reference products is required as to 2(a) and 2(b) 3.
"pure" OTC swaps (a) ENE onshore entity and Brazilian onshore entity (b) ENE offshore entity and Brazilian offshore entity NOTE: 3(a) presents enforceability issues under Brazilian law and 3(b) presents no issues whatsoever We look forward to your response as soon as possible and would also like to know when we may hear from you.
In connection with your response, please note that we are interested in the recent changes to the laws for acquiring banks (bankrupt or otherwise).
Regards to Marcelo and Jose Emilio.
Sara
| Financial Trading in Brazil |
Hi there!
A quick refresher course for me with respect to French derivatives trading (not a bank).
In transacting with a French corporate, should we request articles and bylaws for capacity and ALSO a due authorization opinion?
I think that this is correct.
However, if we are transacting with an "S.A.", we should NOT request articles and bylaws but only the due authorization opinion.
My notes on these items are confusing.
Could you please respond in the morning?
Thanks.
Sara p.s.
We are currently operating under the "one Transaction rule" with French non-bank entities in order to avoid the netting problem.
| Financial Trading - FRANCE |
(1) Susan sent PSE&G a sample ISDA on 5/5/99 (2) I spoke with attorney on 5/13/99 and am awaiting further credit info from the CP before turning around a draft.
By copy of this e-mail, I am asking Susan to follow up and report back to you.
Sara
| utility requests |
I am forwarding to you several e-mails received today regarding this transaction.
We are going to send out another draft confirmation for this commodity spread swaption.
Sara
| Spark Spread Confirmation |
Lucy Ortiz on the confirmation desk is awaiting your response re: my e-mail of 10/11/99.
Please let us know when you have determined the appropriate counterparty.
If you have any questions, please call.
Thanks.
Sara
| Catalytica spark spread |
How would you like to handle?
We could do a Deemed ISDA if you feel comfortable that the counterparty will sign the ISDA.
How long is the deal?
SS
| ISDA question |
Hope you are well!
I had a wonderful vacation in L.A.
I never made it to either the Norton Simon or the Getty; I'll just have to plan another trip to the west coast.
In connection with your recent review of our standard ISDA Schedule, Credit Support Annex and legal opinion (the "Documents"), could you please advise as the whether additional provisions are required or advisable in any of the Documents when our counterparty is an Argentine public utility, municipality or other type of regulated entity.
In the U.S., we use the ISDA Multicurrency - Cross Border boilerplate and incorporate most of the ISDA municipal language and some of our own into the Schedule for municipals and governmental entities.
However, for public utilities which are general corporates (and not governmentally owned), we take a different approach and incorporate language which might trigger an "Additional Termination Event" for "regulatory type developments" (e.g., orders issued by a public utility commission) which would cause or might cause our master agreement to become void or unenforceable or similar swap agreements to become void or unenforceable.
For example: "The filing of a motion, pleading, application or other similar action in any proceeding or action by Party B, a commission, regulatory agency or other entity having jurisdiction over Party B, in respect of Party B, or in respect of any other similarly situated entity organized under the laws of the state(s) in which Party B is located or regulated, to the effect that performance under this Agreement or one or more Transactions hereunder or similar agreements is unlawful or that this Agreement or one or more Transactions hereunder or similar agreements are void or voidable."
By fax, I will send you our Municipal Schedule.
Please advise as to changes in both the (i) Schedule and (ii) legal opinion for both (a) public utilities (corporates, non-governmental) and governmental entities (municipals, public agencies, governmental utilities, etc.).
Please call if you have any questions.
Regards.
Sara
| Argentina: public utilities and other regulated entities |
Would you please schedule for me the following weekly meetings: 1.
Fridays 9am Houston - Brazil trading meeting (conference call) 2.
Tuesdays 10am Sao Paulo time - ESA Legal Management Committee Meeting (currently 7am Houston time but changes with Brazil daylight savings) see separate e-mail for call in number
| weekly meetings |
I am about to engage the Johannesburg firm of Webber Wentzel Bowens to proceed with a response to ENA's questionnaire.
ISDA has used this firm.
Has ECTRIC done any previous studies in South Africa?
Please let me hear from you today, if possible.
Thanks and regards.
Sara
| Derivatives Questionnaire - South Africa |
Yes, I've received messages but have not heard from the right person.
However, I want to clean up the transaction itself.
Why is it a swaption?
ss
| Catalytica |
I see that you completed an ISDA comparison in late September.
What has happened with it?
SMUD is calling.
Can you advise Stuart Rosman ASAP?
SS
| SMUD |
I am sitting in on this conference call as I write this message.
Brent just mentioned that you were preparing an analysis addressing "trading locations" to present to Don.
Randy is interested in seeing your written response.
Do you need anything from me?
Also, I heard from AFAC by e-mail yesterday and he said that Marcelo was working on a memo (which I was to receive yesterday!).
We may need Randy to intercede and keep the lawyers working on ALL projects.
Apparently AFAC handles all Central Bank issues for Tozzini and Cuiaba has these issues now.
ss
| ESA Legal Management Committee Meeting - FYI |
AFAC - Thank you for your response.
It is difficult for me when I do not hear from you since I am not in Sao Paulo but I understand that you were engaged in other Enron matters.
I am looking forward to your response since the trading issues are not going away (the issues seem to only multiply).
Once "the Enron group" has had an opportunity to review, we would like to schedule another meeting with you and Marcelo in Sao Paulo.
I look forward to receiving the memo and chart.
Thank you and regards.
Sara
| Financial Trading in Brazil |
Sorry to have to respond via e-mail but I've got laryngitis (although I should be in most of the day today).
The actual opening of the agreement is simple because we have a good broker relationship and the agreement is acceptable to us.
BUT, the broker WILL NOT open the agreement until we can submit the underlying authority which includes: authorizing resolutions (or unanimous consent) from the account party trading authorization number of signatures for transacting Marie previously sent "samples" of the the underlying documentation to Robert George.
We have not received anything to date.
When we receive the information, we can fax EVERYTHING to the broker and the account can be opened immediately and then followed up by original hard copies.
Let me know if you have any further questions.
Sara
| Brokerage Account |
So you were able to put Janet in her place!
If you have questions, please come in my office.
I can write and shake my head "yes" or "no"!
Sara
| Clark - Mobile , etc. |
Sorry I can't wish you well in person but I have a severe case of laryngitis!.
Fortunately, I'm on antibiotics but the doctor said "Don't speak for 3 days.
I wish my wife would get laryngitis."
Maybe the desert air in Arizona would bring relief.
I love saguros (is that right?)
Daddy thought planning for Chanukah was a great idea.
Also, tell Daddy that if he used e-mail I could talk to him even when I have laryngitis.
Love, Sas
| Have fun! |
Pat, your credit worksheets reflect ENA posting cash.
Is this a mistake?
I am trying to revise these draft masters and then I will tackle TGS.
I still have severe laryngitis so I cannot speak but I can communicate via e-mail or a paralegal.
Thanks.
Sara
| Hidroelectrica Diamante SA |
Chris: Please call.
The parties need to exchange documents and the boilerplate (which we are unable to send) requires execution.
If you must trade today, we could exchange fax signatures and your counterparty can fax evidence of authority to enter into the master and transactions.
In any event, we need to execute duplicate originals, one for each party.
Sara
| So. Cal. Water |
Sam: We need to send an execution package Fed Ex for Tuesday morning delivery.
The file is in my office as I need to speak with these guys on Monday.
Chris Foster is the Enron contact in Portland.
Thanks.
Sara
| Southern California Water Company |
Kaye: the attached "Enron forward" document below needs to be compared against the "forward template" that you saved in my directory today (confirms/equity).
I have an 11 a.m. meeting with Clint et al on Monday.
I'd like to have the comparison before the meeting, if possible.
Please let me know if this is possible.
Sara
| Enron Forward/Assignment confirms |
Phil: I was just checking to see when we would execute the amendment to the Security Agreement (to permit the rehypothecation of securities).
Please let me hear from you.
Regards,
| Amendment of Chase/ERMS ISDA dated April 5, 1994 |
OK, let me try to catch up here.
Brent may not get my e-mail for awhile.
I believe that he is in Houston today on personal business and will stay until the conclusion of the ENA legal conference which is Th & Fr next week.
What is your availability on Mon or Tues next week?
I will try to put something together (at least you and I can have a game plan so that we can plan our next visit to SP).
This voice stuff is a bummer.
Sara
| meeting re: Tozzini memo |
Holli: I have still not received the above-mentioned comments.
I have also not received EWEB's proposed form of legal opinion.
I will go ahead and blackline the Schedule once again.
When the lawyers last spoke, we agreed to execute all docs prior to the end of the year.
Would you please call EWEB and inquire about these items?
Thanks.
Sara
| EWEB's comments to the Credit Support Annex |
ED: A second EWEB question: EWEB wants the definition of "Applicable Rate" to remain without changing to the Non-default Rate if the payee is the defaulting party.
They say they must have a "balanced rate".
Please let me hear from you.
Sara
| EWEB |
We need to send today BUT we need an immediate cover letter (itemizing every step to be taken) and sample resolution format to email to the counterparty and lawyer.
I'll review the letter.
I have an 11 am meeting but should be back in an hour.
Let me know if you have questions.
Sara
| So. Cal. Water |
Just got your voice mail.
I have severe laryngitis and I cannot use my voice today or tomorrow.
Sorry.
We can e-mail or speak through Marie.
Yes, we have a blackline.
Marie has finished going through it and I need to review (the lawyers blacklined the latest version over the second blackline so we had to revert to a comparision to the first blackline!).
Re: the credit support annex, I believe all is resolved.
However, I believe there is still an L/C issue.
If there is an L/C default (say the issuer is downgraded), Tiger is insisting that we post cash immediately without the right to post a substitute L/C within two days.
I am not absolutely certain of this, but Carol has a 2 pm call with the lawyers and I will listen.
I don't know if Tiger responded to our guaranty.
I was out sick yesterday.
Hope this brings you up to date.
SS
| Tiger |
Sam: Don't you have a new address by now?
I remember you said that you were moving into a plush high-rise overlooking the great southern city of Atlanta, home of the Peach Bowl!
Please email me and let me know.
A belated thanks for the birthday card.
I had a fabulous birthday in Napa Valley at Auberge d'Soleil with my little sister and friends.
We drank wonderful wines and dined in great restaurants - and had great weather.
Hope you're doing well.
Have you started any new business ventures?
Maybe taken Wendy's to Amelia Island Plantation?
Or better yet, purchased the water rights to Palm Springs?
I'm just hangin' in Houston, same old job, etc.
I joined my two friends Monty and Keith for our annual birthday celebration at Galatoire's about two weeks ago.
It's always great fun.
I think I get to plan a reunion of Gordon, Arata et al ex-pats.
There are about thirty of us scattered around the country.
My regards to Beverly and Helen.
Sara
| Where do I send your holiday card? |
I am looking for this blue file for a year-end negotiation with CSFB/Enron Corp.
Does anyone have this file?
Please let me know ASAP.
Thanks.
Sara
| CSFB/ENA Master Agreement |
Jim: In connection with our disussion regarding Market Quotation and "Reference Market - makers" in the Schedule (specifically Enron's request to delete clause (b) to the Section 12 definition), I am advised that it would be difficult to locate four leading dealers with offices in the same city.
With respect to the outstanding trades, for example, we would like to know which city has four leading dealers for quoting Mid-Columbia prices?
Please let us know.
Thanks.
Sara
| Reference Market - makers |
FYI Susan Flynn sent a draft of this ISDA on 5/11/00.
Credit will be sending a new credit worksheet shortly.
We'll need to create a new draft.
Sara
| Tuscon Electric |
Christine hasn't reached David Kelly but is trying to meet with him today.
I need to send comments but I was hoping to speak with V&E first.
Jim is available in the am.
Jim has not heard from CSFB.
| UBS |
Jim: I have not seen any Enron Corp./CSFB agreements.
ENA has two different agreements with CSFB: (1) ISDA dated4/21/93.
This had: NY law, submission to non-exclusive jurisdiction of NY courts/waiver of objections to venue, limitation of liability (2) Futures Agreement dated 9/21/00.
This had: NY law, arbitration, limitation of liability
| CSFB |
Christine Lee has arranged for the UBS lawyer, David Kelly, to be available for a conference call on Dec. 21 at 9 a.m. HOUSTON TIME (10 a.m NY TIME).
Enron will call Christine at UBS.
Christine has discussed our document (markup of forward confirmation emailed to everyone on 12/19/00) with the lawyer.
Jim: Can we get your small conference room?
Sara
| UBS conference call on Thursday |
Clint Freeland (who is trying to remain optomistic) would like to have signature pages for the forwards executed prior to final negotiation.
We are drafting Bear.
We can print signature pages for CSFB and UBS which are on single pages.
Lehman will be emailed (I think) tomorrow.
Please follow up with me please.
Thanks for your help.
Sara
| Enron Corp. forward transactions |
Jim: Attached is a revised Schedule.
We have accepted most of your changes.
I believe that the outstanding issues include: 1.
Please note the revised Threshold which we previously discussed.
2.
We accepted Portland as a forum for arbitration.
3.
We need to discuss your invoicing procedure.
4.
We are waiting to comment back on the revised reps pending receipt of the CSA and legal opinion.
5.
We have added some language to the recording provision to acknowledge internal recording destruction policies.
6.
We have not revised the Reference Market-maker provision.
Have you had a chance to consider my email of 12/19/00?
Please let us know when we will receive the remaining documentation so that we can finalize our negotiations.
Regards.
Sara
| EWEB Schedule to the Master Agreement |
I would like to sign up for the following presentations: (1) Power Marketing - Structuring Power Transactions on November 10 and 11 (2) Fundamentals of Corporate Finance on December 2 Please let me know.
Thanks.
Sara
| "Ernie" seminars |
Ken: Please let me hear from you as soon as possible today.
I will not be in the office on Friday, Dec. 29.
In connection with the blacklined confirmation which we discussed yesterday, please (1) verify that there are no changes (or if there are changes, we need to discuss) (2) provide Bear's information for Paragraph 8 (Offices) (3) advise if you wish for us to finalize the document or if you would prefer to do so We would like to exchange faxed signatures today, if at all possible.
Thanks.
Sara
| Bear Stearns & Co. International Limited forward with Enron Corp. |
ED: EWEB has requested a blackline of the ISDA and is ready to sign next week.
Your MAC references the "Electric System" which is defined in the Bond Indenture which I sent to you earlier today.
It looks to me like the Electric System includes physical and intangible assets acquired by the Board as a separate utility system, including generating and transmission facilities and the Trojan Project (not sure what this is).
I've asked Stephanie to revise our docs to incorporate these definitions.
Please review the CSA when Stephanie sends it to you (and comment) and I can send first thing on Tuesday.
Thanks.
Sara Stephanie: Please send Ed a copy of the blacklined CSA when you are done.
| EWEB MAC |
Dick: Sorry that I didn't have a chance to call you again today.
After reviewing the appendix (Board resolution summary), I would like to request an opinion from EWEB's bond counsel that swap/other transaction payments are payable from the Operating Fund (together and in parity with other operating costs) and precede EWEB's debt service payments.
Also, can you please describe EWEB's Master Resolution (relevant to long term bonded indebtedness) as this is to be referenced in Larry Cable's legal opinion.
I will be back in the office on Tuesday, Jan. 2.
Have a happy new year.
Thanks.
Sara
| bond counsel opinion |
All: Following is a list of outsanding items: (1) ISDA Master Agreement (Schedule and Credit Support Annex) I need to better understand EWEB's proposed settlement language.
ENA generally sends an invoice when the counterparty owes a payment (but not when ENA owes a payment).
The invoice reflects the outstanding transactions for a given Calculation Period and the net amount owed.
ENA can generate this invoice in all cases.
Does EWEB intend that BOTH parties always send reciprocal invoices?
Is is necessary that the Calc Agent ALSO make a phone call?
What does EWEB's language "separate invoices and documentation covering each Transaction sufficient to permit the other party to comply with its interanl accounting and record keeping procedures concerning individual Transactions" mean?
Please call me to resolve.
When can we execute?
(2) Cable Huston legal opinion: please add (1) opening paragraph: "(iii) the Confirmations for Transactions ENA Contracts Nos.
447459.02 and 447459.4 each dated October 30, 2000 ..." (2) Paragraph 12 prior to the period in the first sentence: "as those terms are defined in the Master Resolution adopted by the EWEB Board on June 16, 1986, as supplemented" (3) the two (2) confirmations These require execution by EWEB.
When will this be done?
(4) Bond Counsel opinion Dick, I sent you an email on Friday.
ENA is pleased to discuss with your counsel.
Please refer to Larry's legal opinion: the deleted Paragraph 10 of the December 21, 2000 draft and the Paragraph 12 of the December 30, 2000 draft for the type of information requested.
Please let me know if I have left out any items.
I would like to finalize documentation today.
Regards.
Sara
| Finalization and Execution of ENA/EWEB documentation |
LaureL: Please let me know where you end up (ENA, Enron Corp., ECT Investments) so that I can be clear in Lotus Notes and the files for future reference.
Thanks.
Sara
| UBS AG |
Phil: Happy New Year!
And back to old business.
ENA is holding the amendment pending receipt from you of the attached Exhibit A (describing the collateral).
I had previously left you a message but I'm sure it was lost in the year-end madness.
Please forward the attachment so that we have a complete document.
Thanks.
Sara
| Amendment of Chase/ERMS ISDA dated April 5, 1994 |
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