input stringlengths 93 39k | output stringlengths 1 117 |
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Stephanie: I have reviewed the attachment and it is correct.
We should attach and return one to Phil.
We need one copy for the file, credit and Soma.
I'm not sure who else might need but we can check with Soma.
Sara
| Amendment to Security Agreement to ISDA Agreement between ENAC and Chase |
Chris: I checked with Samantha.
The counterparty is holding two orignal ISDA documents (complete with boilerplate and Schedule/CSA) and ENA resolutions (in the form of unanimous consents) and incumbency.
Sam will check on the ENE guaranty.
There is nothing more that we can do unless you want us to call the counterparty/lawyer.
Please advise.
Sara
| So Cal Water |
Terry: Clint Freeland asked that we resend our forward confirmation template to you.
It is attached below.
Also, we will send a draft of our ISDA Master Agreement (Schedule only, no boilerplate) to you shortly.
Can you provide me with the name of your attorney so that we can email directly?
It seems that Enron North America Corp. is currently negotiating an ISDA with First Union National Bank and sent a new ISDA draft to the attention of Delene Travella on 11/08/00.
There may be an efficient way to handle both master agreements simultaneously.
I look forward to hearing from you.
Regards,
| Sample Forward Confirmation |
Attached is my redraft of the confirmation.
Janelle needs to fill in some gaps and I have left her a voice mail.
Please comment.
Sara
| Tractebel Energy Marketing, Inc. |
Jason: I would like to meet with you on January 8, 9 or 10 to bring Cheryl Nelson and me up to date on the remaining files so that Cheryl can take these back.
Please call me when you are back in the office.
Hope you had a great New Year!!!!!!!!
Sara
| Meeting at Enron to discuss outstanding files |
Dick: After our conversation, I spoke with our settlements people again who requested an EWEB invoice when Enron owes money to EWEB.
I propose that we add a section to the Schedule entitled "Accounts" (Part 3(h)) as follows: "Prior to each payment date for any Transaction, Party A (ENA) shall provide Party B with an invoice reflecting the net payment owed by a party.
Notwithstanding the foregoing, Party B shall provide Party A with an invoice prior to any payment date on which Party A owes a net payment to Party B.
With respect to all payments hereunder, and except as otherwise directed in writing, the parties shall comply with the following payment instructions: [bank, account no., ABA no.]"
Please provide me with EWEB's account data and let me know if you have any comments.
I'll send the blackline immediately after I hear from you.
Also, I have not received EXECUTED CONFIRMATIONS.
Have these been sent to anyone at Enron?
Sara
| Revision to Schedule |
Happy New Year Dan!
Just checking to verify that you received the order form that I faxed to you on December 18.
Please confirm.
Also, we brought a bottle of Freestone Hill to Pappas Steak House (on New Year's Eve) for everyone to try.
The sommeliers raved.
Regards.
Sara
| Wine Order Form |
Earlier this year, I negotiated this agreement with GS&C.
I cannot locate the agreement so GS&C is sending a copy.
The Enron party is ENA.
We now need to amend the authorized trader list which I will email to you.
ENA's use of GS&C's platform is for trading US treasuries, agencies, money market, corporates, JGB's.
We need to: (1) remove Harry Arora (who was the sole authorized trader) (2) add the following: Darren Delage Shane Dallmann Ellen Su Pushkar Shahi Gary Hickerson THIS IS A VERY HIGH PRIORITY FOR GARY AND WE SHOULD TRY TO COMPLETE TODAY.
| Goldman, Sachs & Co. - Electronic Trading Agreement |
Tom: I'm trying to finalize the ISDA Master Agreement with these guys.
We have one issue: If there is a long-term market disruption event (i.e.
over 3 days), and we have no fallback price, then we negotiate a price and ENA would normally obtain 2 quotes and average them.
Our position is that we prefer to obtain the quotes because if a disruption were to occur, we would obtain quotes for hundreds of deals in the same manner (because our agreements will all have the same provisions) and it is possible that 4 quotes may not be available.
NYSEG would like for each of ENA and NYSEG to obtain 2 quotes and then average the 4 quotes.
Are you agreeable to this?
Sara
| New York State Electric & Gas ("NYSEG") |
Below is a document containing "General Terms and Conditions" which is ALWAYS attached to a financial confirmation when the parties have no executed master agreement.
If Ed, Tracy or someone in credit needs to add credit to the transaction, then we ALSO attach an Annex B (counterparty specific credit provisions), Annex B-1(collateral and exposure provisions) and a letter of credit format.
I am only attaching the General Terms and Conditions.
Let me know if you still want to see the ISDA Master Agreement (preprinted boilerplate consisting of an agreement and Credit Support Annex which I cannot email) together with a sample Schedule and Paragraph 13 to the Credit Support Annex (which are the two "customized" pieces negotiated by legal) .
Thanks.
Sara
| Financial trading - ENA's "long form confirmation" |
Tana: Mike E. Kelly (mid market power) would like access to the database.
Would you please request?
Maybe some of the other power traders are interested.
Thanks.
Sara
| lotus notes read-only access |
Per the voice and emails left for Gareth Bahlmann, you may direct ISDA documentation to my attention.
Enron North America Corp. is the legal entity.
You may use the address information below.
Our ISDA template will provide notice information pursuant to Paragraph 12 of the multicurrency form.
You may use me as a contact lawyer initially; the transaction lawyer should contact you shortly.
| Details on Enron North America |
Marcia: Mike Kelly asked that I send you a copy of our GTC's for financial trades which must be attached to all confirmations (in the absence of an executed ISDA Master Agreement).
ENA has been using these GTC's for quite some time.
Please let me know if you have any questions.
Sara
| Enron North America Corp. ("ENA") - General Terms and Conditions ("GTC") |
Russell: I just received a call from the lawyer for Florida Power & Light Company, the regulated utility.
He told me that he was sending over ISDA documents for FPL Energy, the unregulated trading arm of the utility.
Will you be handling credit on this one?
Sara
| FPL Energy Power Marketing Inc. ("FPL Energy") |
Marcus: DTE Energy Trading has told us that they have executed emissions confirms with ENA.
I am trying to review the GTCs that are sent out when these transactions are done.
Can you please forward a copy?
Thanks.
Sara
| SO2 emissions confirmations |
I still can't talk.
I think that our response should be final except that there may be some agreed to changes on the L/C side.
Carol St. Clair is addressing that with Jennifer and Miriam.
In any event, I believe that Tiger needs to "OK" our response of yesterday since there were some errors on their redraft.
Marie is not in the office today.
If you want to speak to a person, call Susan Bailey and she can come into my office and we can manage.
Have a good weekend.
Sara
| Tiger |
Dear Mr. Rosenberg: I'm signed up with PayPal and you should have received confirmation.
Please ignore shipping instructions accompanying PayPal because I had a problem trying to change the shipping address.
The correct shipping address for the Pavia Federal Express is listed below (together with other information):
| pavia catalogs |
FYI - I have a futures agreement for Gary which he needs now so I'll handle as I don't know if you are overwhelmed.
We still need to talk sometime.
SS
| general |
FYI - I have a pretty bad case of laryngitis but I still have to eat lunch.
Maybe I can find a "talking person" to join us so you won't be bored.
Sara
| lunch today |
I've left a message for Dave Adams (legal) to call back AND described to him the following situation: ENA and NRG have executed OVER 130 financial deals both online (EOL) and offline WITHOUT EVER CHANGING ANY OF THE GTC's.
In the absence of an executed master agreement, we never want the GTC's to change!
The reason is that bankruptcy protection for swap agreements requires a single agreement for all swap transactions.
If you don't have an ISDA master agreement in place, you want your single set of GTC's to be viewed by a court as a single agreement.
Having different versions of the GTC's does not look like a single agreement.
I will try to convince Dave Adams that we should retain our GTC's but move forward on an ISDA which would then govern all online and offline trades.
| NRG Power Marketing ("NRG") |
Cheryl: Jason Peters is returning a partially negotiated agreement for a service which provides weather data (I think).
When I receive it in the morning, I'll forward it to you for completion.
The weather traders are calling about it.
Sara
| Weather Services International |
Tanya: I know you're swamped so I'll try to make this easy and you can answer "yes" or "no", etc.
1.
Is First Union National Bank the correct name?
(as opposed to First Union National Bank, Charlotte) 2.
Threshold for cross default: We used $100,000,000 for ENE and $50,000,000 for FUNB.
FUNB wants $100,000,000.
3.
Documents to be delivered: FUNB will produce audited/consolidated financials for First Union Corporation.
We requested FUNB financials.
4.
With respect to the ENA master only (the CSA): (i) FUNB wants to post 10-year government bonds in addition to cash and L'C's (ii) I sent you the FUNB matrix Is it acceptable?
(iii) FUNB wants to revise the MAC trigger to include "Baa3 by Moody's" and "failure to have a Credit Rating from either S&P or Moody's".
(iv) FUNB wants to revise the definition of "Qualified Institution" to include not only the rating we assign, but also "having assets in excess of $10 billion" and also not subject to approval by the non-downgraded party (v) FUNB wants all demands for delivery or return of collateral to be made on a Valuation Date.
I think we should retain language that demands can be made on or after a Valuation Date.
But I think we could agree that demands be made prior to 5 pm New York time.
5.
With respect to the ENA master only (the Enron Corp. guaranty in favor of First Union National Bank): (i) FUNB wants a $30,000,000 cap (as opposed to the $15,000,000 cap we proposed) Two different FUNB people keep calling me, one on the ENA front and the other with respect to ENE.
Now you know why your assistance is always greatly appreciated.
Sara
| First Union National Bank ("FUNB") ISDA's with ENA and Enron Corp. |
Hey, Clem: Hope you had a great New Year!
I'll try to make this easy so that you can respond "yes" or "no": (1) FUNB wants ENE remain liable for payments covering "any other damages, costs and attorney's fees".
Do you agree?
(2) FUNB only wants to make a demand for payment with no strings attached.
I'll try to whittle the demand period down from five days to three.
Do you agree: (3) Guaranty to be governed by NY law.
Agreed?
I'm sure you enjoyed this little exercise if I hear back from you.
Thanks.
Sara
| Enron Corp. Guaranty in favor of First Union National Bank ("FUNB") |
Sorry, but I still can't talk.
Although Marie is not in today, I can have Susan Bailey (Ext.
34737) contact Morgan to alert them that the faxed docs are coming.
We also will need a signature on the agreement itself and I can't recall if Marie sent that already.
Please call Susan so that we can be more specific about what might happen today (and whether it can wait until Monday morning when Marie returns).
I have not received anything from Robert.
Thanks.
Sara
| Brokerage Account |
As a general proposition, I need to be advised of the activity on Gary's desk.
Please let me know if you have responded to Sheila.
I think the request is about two weeks old.
Sara
| Authorized Signers |
Tanya: I'd like to send our Schedule to Rabobank today since we will be off Monday, Jan. 15 and I have been called for jury duty on Tuesday, Jan. 16.
I will ask Angela Davis (a finance lawyer with swap experience who is helping us out on the structured deals) to handle this for me.
I don't want to deal with Rabobank's form of Schedule as a basis for discussion and I am told that this deal closes Friday, Jan. 19.. A voice mail would be greatly appreciated.
Thanks.
Sara
| Project Cerberus - amended to introduce the swap counterparty Rabobank ("Rabo") |
Jeff and Peter: Has this question been resolved?
Please let me hear from you.
We need to make certain that these transactions are properly booked.
Thanks.
Sara
| "ECT Europe Accounting" as ENA hedge counterparty |
Tracy/Ed: We are having some issues with NRG regarding financial confirmations.
We have executed over 100 financial deals without problems but a recently hired attorney has begun paying attention to the docs.
THE EASIEST WAY TO RESOLVE THIS SITUATION IS TO PUT AN ISDA IN PLACE.
Could you please prepare credit as soon as possible.
The Schedule/CSA should be sent to david.adams@enrgenergy.com.
Thanks.
Sara
| NRG Power Marketing, Inc. |
Susan: Regarding "Energy New England LLC", I found the attached.
Please let me know what we actually prepared in the past (if anything).
In any event, we will need the latest update as well as an update from credit.
Sara
| ISDA Master Agreement prepared by Enron North America Corp. ("ENA") |
Frank and Francisco: Haven't seen you two in awhile!
ENA is considering a financial deal with an offshore entity located in Panama.
We have no research for this jurisdiction.
I will need to hire local counsel and send a deriviatives questionnaire for response.
Have you used Panamanian counsel before?
Please send info.
Sara
| Panamanian counsel |
Sam: We need to send Sharen Cason the Deemed ISDA format to reconfirm this transaction.
It is a domestic deal and I'd like to review your template before sending to Sharen.
Please email to me on Monday so that we can send to Sharen.
Thanks.
Sara
| Cargill Alliant financial deal # 495432.01 |
Ed: As I mentioned to you, CP want to utilize as much of the Cargill, Incorporated ISDA as possible.
Cargill, Incorporated was hightly negotiated and does not provide for affiliate setoff.
DO YOU WANT TO APPROVE THE SAME LANGUAGE FOR CP?
Please let me know so that we can send the amended master to CP.
Thanks.
Sara
| Cargill-Alliant, LLC ("CP") |
Jason: Here's my suggestion for item (ix) [Additional Event of Default] event on page 2 of the Schedule: "In the case of Party B, Enron North America Corp. .... owns less than a majority interest in Party B unless within five (5) Local Business Days of such occurrence, Party B posts collateral with Party A (i) in an amount equal to Party A's Exposure under this Agreement plus $250,000, but in no event greater than 125% of Party A's Exposure, and (ii) in a form satisfactory to Party A in Party A's reasonable discretion.
"Exposure" shall mean for any relevant date for which Exposure is calculated, the amount, if any, that would be payable to Party A by Party B pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions were being terminated as of the relevant date; provided that Market Quotation will be determined by Party A using its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of "Market quotation") in order to ensure that Party A does not suffer an economic penalty."
I think that we agreed on everything else.
Please send new blackline.
Thanks.
Sara
| Bridgeline master - Additional Event of Default |
Brent is in the office and would like to finalize the ISDA Master.
I believe that we need to send our Guaranty.
Chat briefly with Brent about this and let's finalize.
SS
| Duke Energy International |
Tana: When will this be executed?
(Lotus Notes indicates not yet) Enron Corp. needs an ISDA Agreement and I want to assign this to a paralegal.
Thanks.
Sara
| Deutsche Bank AG ISDA with ENA |
Clint/Jeff: ENA has an ISDA master agreement with an affiliate of CSFB (but not CSFB).
Can you provide me with the name of a CSFB lawyer so that I can send over a form of ISDA Master Agreement with Enron Corp.?
Thanks.
Sara
| Credit Suisse First Boston ("CSFB") |
Stephanie: I need to assign two ISDA drafts for Enron Corp. agreements: Deutsche Bank AG Credit Suisse First Boston Please let me know.
Thanks.
Sara
| new master agreement assignments |
Tanya: Enron Corp. has a 1/17/92 Interest Rate and Currency Exchange master wtih Paribas.
I will fax to you the letter which I received regarding the above merger.
Basically, Enron Corp.'s signature to this letter will indicate agreement to put all [existing, if any, and future] Transactions under this master but with all obligations becoming those of the surviving entity which is BNP and which changed its name to "BNP Paribas."
Do you have any credit issues?
Sara
| merger between Banque Nationale de Paris ("BNP") and Paribas |
Mary Nell: Congrats on the promotion!
I know that it is well deserved and couldn't have happened to a more qualified person.
Look forward to seeing you soon.
Sara
| Congratulations! |
Paul: This was the only "hedge fund" related item that I could find.
I think that I may be the lucky recipient of Moore Global Investments.
SS
| Hedge Funds |
Bob: Thanks for the memo and we should discuss in a future meeting dedicated to form changes.
If we adopt the 2000 Definitions in our Schedule, we will also need to change the existing reference in Part 6(f)(iii) to "Negotiated Fallback" (to Section 7.5(c)(iv)) Also, the term "Relevant Price" is used in the "Negotiated Fallback" definition.
We should clarify whether we need to retain Part 6(f)(iv) of the Schedule when using "Negotiated Fallback" or whether we intend that "Fallback Reference Dealers" be an entirely separate and distinct fallback (i.e.
the 4th fallback in our Schedule).
| ISDA 2000 Supplement to the 1993 Commodity Derivatives Definitions |
Sometimes I have brilliant ideas and this may not be one of them.
Also, it would be nice if Jennifer had a singing role but I know how kids can be so don't you worry.
I'm not implying that Zachary shouldn't sing (or take on an acting role as well) because that would be even better.
Or we could do a quartet.
Whatever.
But you ,dahling, are the centerpiece here because Mother and Daddy like you best.
So here are my preliminary thoughts for an Irving Houston off-Broadway play.
Naturally this is based on an Ada & Mike premise.
(1) This old suitcase (Daddy packed the Louis Vuitton without wheels a WEEK early but Mother wouldn't let him close it and then it wouldn't close) (2) Lovely Linda (you remember Linda, don't you?)
(3) Hi Debba, Hi Sara (what's the story, morning glory, etc.
and of course this is the information hot-line and Mother's source of e-mail) I'm sure I'll have many more brilliant ideas over the weekend but I wanted you to be the first to share these ideas with me.
Sas Hope Phoenix was facializing and massaging (and fun to boot)
| "Best Play of the Millennium" |
Mary: one quick note - I have a "blue file" pilot checkout process ready and I was going to email our group to implement.
Let me know if you need to talk beforehand.
SS
| Paralegal Processes and Training |
Ed: For purposes of this "omnibus" Transaction, Con Ed requests cross-default to ENA's guarantor and elimination of setoff for the non-defaulting party's affiliates.
Samantha needs a worksheet for the Transaction before she can prepare Annex B and B-1.
We're sending tonight together with the ISDA Schedule and CSA.
Sam: We need to use the same carve-out for setoff in Annex B-1 as in the Schedule.
Sara
| Consolidated Edison Company of New York, Inc. |
Janelle and Tom: Ed Sacks and I need to speak with you in the a.m. about a few issues.
I have questions about market disruption because Con Ed has asked: (1) that Market Quotation apply rather than Loss (in the event of Early Termination) Is this a very liquid market?
ENA agrees to market quotation only for FX and short term deals in liquid markets (e.g., gas) (2) to jointly determine when a Market Disruption has occurred (after consultation) Usually ENA as the Calculation Agent makes this determination in good faith.
(3) to identify two brokers/pricing platforms for purposes of determining the daily MTM Each party typically assesses its own MTM for valuation purposes (whether for collateral calls or termination, etc.).
Sounds like Ed and I need to know what was said to Con Ed about marking (4) I think Con Ed was headed in the direction of asking that we each provide dealer quotes (rather than ENA coming up with two quotes in good faith) as a Disruption Fallback.
Tom, I think we discussed this in a different situation.
Ed and I agreed to conference at 10 am Houston time to discuss these and the draft docs (which were e-mailed to you).
| Consolidated Edison Company of New York, Inc. |
Janelle and Ed: I have received two voice mails from Con Ed inquiring about resolution of the outstanding issues (I left each of you voice mails about these).
I'm not revising any documents until I hear back from you.
Janelle: Please let me know if I need to take any further action.
Thanks.
| Consolidated Edison Company of New York, Inc. |
Do you recall the name of the Delaware business trust (which owned the oil and gas assets) that ECT executed a master with?
My memory is shot.
SS
| Your memory is better than mine |
Per: I am told that Mark Taylor sent an email in December to Bob Shultz at EOL addressing the hedge fund issues (and CTA issues) associated with online trading and that you and Caroline received that email.
Apparently the hedge fund crises of last year have heightened regulatory scrutiny of the funds' derivatives activity.
EOL does not want to be subjected to any regulatory oversight.
I have not seen the email yet.
I will broach the subject with Mark when he returns to the office.
| hedge funds |
In an effort to avoid loss of our executed agreements/files (master agreements, brokerage and futures agreements, repo agreements), we are testing out the "library approach" and instituting a checkout procedure.
Whenever you remove one of these files from the file cabinet, please "hold the file location" with a signed "card" (legal sized) available on top of the master agreement file cabinet.
You will also see a large sign reminding you to sign out for your file.
When the file is returned, just replace the "card" with the file and delete your name from the "card".
Please be sure to check out all files currently in your office.
Thanks for your cooperation.
| check out procedure for swap group files |
Jeff: I have a copy of an "equity swap" between ENE and JEDI SPV I, LLC dated April 20, 2000 which wants to be a "forward", and which terminates on Sept. 11, 2000.
The transaction is for 12,012,804 shares and a Notional USD 852,909,084.
Can you send me a copy of the JEDI LP "forward" which appears on Jill's list?
Is it meant to be the confirm above?
Sara
| JEDI SPV I equity swap |
Sylvia: Shortly Samantha Boyd will email to you two documents: Enron North America Corp.'s final form of guaranty with most of your requested changes (the "ENA Guaranty") and a comparison of your guaranty markup against the ENA Guaranty.
I am hopeful that this will be satisfactory for purposes of the deal at hand.
Let me know if you have any questions or comments.
Thanks.
Sara
| Sylvia at Con Edison |
Ed: CA has responded with the following comments: (1) Additional Event of Default - CA will accept if minimum ratings are set at BBB- or Baa3.
(2) Financials - no Cargill entities provide quarterly financials as a matter of practice.
(3) Setoff - will not agree to our usual affiliate setoff language but will agree to setoff under the ISDA or other agreements.
CA has not accepted our cross default threshold language or guaranty pending a determination from their credit group.
Please let me know your response.
Thanks.
SS
| Cargill-Alliant, LLC ("CA") |
Rose: Please email to me the latest draft of the ISDA Schedule/Paragraph 13 so that we can comment.
Also, information about your outside Bahamian counsel would be appreciated.
Thanks.
| Moore Global Investments, Ltd. |
Jason: Regarding the above party, ENA submitted arbitration and the response was to submit to the exclusive jurisdiction of NY courts and waive jury trial.
You have this highlighted in yellow and flagged the jury trial waiver.
Can you recall if you spoke with Richard about this issue?
| Moore Global Investments, Ltds |
Hey, Stewart: It looks like Tana has been corresponding with these guys about EOL trading.
Modesto was planning to address the ISDA after working with Tana on the electronic trading agreement.
By copy of this message, Tana should let you know if anything recent has happened on the ISDA front.
Let me know if you need anything further.
Regards.
SS
| Modesto Irrigation District |
Janelle: I reviewed the email of 1/19/01 from Ben Chu.
There are only 2 items listed: (1) I will beef up the language to make it absolutely clear that ENA can select the price only if it hears from ConEd first.
(2) I am not sure that I agree about the NY ISO changing pricing after 30 days.
We will need to discuss.
I have heard that this is not as frequent an occurrence as in the past and we are using the same mechanism as the ISDA procedure for change in prices.
(3) Other than the foregoing, he had no other comments exept to say that he would review again.
| Consolidated Edison Solutions, Inc. |
A few items to consider for the paralegals: (1) We need to organize the various country opinions (ISDA closeout netting, ENA jurisdictional survey, others) so that they are accessible to the group.
We should also have a checkout process for the opinions.
We should have access to the ECTRIC opinion database (which I believe is organized online).
I know that I can look in a particular file cabinet located near Susan for the various volumes of opinions, but where can I find an updated listing of all of the above?
(2) Impress upon everyone the importance of entering information into Lotus Notes (for ALL types of agreements).
(3) I believe that Sam is in charge of the unanimous consents (for all Enron affiliates).
I for one would like an UPDATED book of the consents (kept updated).
These consents must be maintained and kept current.
If Sam is out of the office, we need access to the book.
(4) We should create a "paralegal manual" as we go.
Each person could be responsible for drafting sections (and you could review their drafting skills!).
Given some time, I could probably help to identify relevant sections.
(5) Agreement checkout.
We need to create a "checkout card" for each file so that when files are returned to the file cabinet, the checkout card is retired and placed inside the file for the next checkout.
I will volunteer my assistant to help out but I don't want to step out of turn here so I'll wait to hear from you.
(6) I have the sense from some of the legal-credit meetings that everyone needs to be reminded to follow up on outstanding ISDA's (mainly the Top Ten and high priority items).
I'll send additional items as they occur to me.
Thanks.
Sara
| Paralegal items |
Cheryl: I just finished a conversation with Mara Alexander re: Cargill-Alliant, LLC.
She was inquiring whether we could add the weather rep (for the Trade Option Exemption) to that amendment since it was not included in the Master Agreement between ENA and Cargill, Incorporated.
I have not actually reviewed that master but if she is right, we should not have a problem complying with the request.
SS
| Cargill, Incorporated amendment |
Paul: John Fortunato has advised me that CP has only three (3) issues with the draft which we delivered in November, 2000.
The credit issues are: (1) CP financials available online - we'll need their website address (2) CP Threshold for cross default is too low and wish a "higher number" but have not given John any indication of what they want Please let John and Stephanie know the outcome so that we can prepare executable docs.
Thanks.
P.S.
The legal issue was governing law, Texas or NY.
CP doesn't care but needs confirmation and possibly explanation.
| Caraustar Industries, Inc. ("CP") ISDA Master Agreement |
Tracy: We can't move any further with Southern California Water Company (for derivatives trading) as they believe that the company requires CA PUC approval.
Does legal need to actively pursue this party for financial trading?
Hope you're surviving!
| Southern California Water Company |
Hello there!
Long time no see!
Can you please give me a call (EXT.
35620) to discuss ESA in general?
I want to have Marie Heard available as well so that at least two people can keep track of your activity.
Thanks.
Sara ps My immediate inquiry is the entity hedging South Americal risk
| ESA "legal entities" |
Clem: I know that you sent Sheila Glover a form of ENE guaranty a few weeks ago.
Sheila forwarded it to Bear and we received Bear's form which is unacceptable.
However, if ENE has outstanding guaranties in favor of Bear, I would need to know since we may be able to use a previously negotiated form.
Can you let me know if ENE has ever issued such a guaranty?
Thanks.
SS
| Bear Stearns Companies, Inc. and all affiliates ("Bear") |
Janelle is set to do the Con Ed trade and will probably execute Monday.
Samantha is revising the AnnexB/B-1.
Let me know if you have any questions.
Sara
| Con Ed |
We have a highly negotiated Annex B and B-1 which Samantha has just revised.
She will send it to you.
It is not to be used ever again (unless we agree once again).
I can't remember where we left off on the confirm format.
| Con Edison - trade done |
All: Do you need any of the ISDA "boilerplate" language ( the ISDA Master Agreement and the ISDA Credit Support Annex) to attach to the draft Schedules/Paragraph 13 which we prepare to send to our counterparties?
We do not have the "boilerplate" in a word document.
Also, is there anything that Houston legal can do to facilitate your transactions?
| ISDA Master Agreements |
Carol: Here's another paper & pulp master with a relatively new deal person (Steve Klein).
The file has sat for ages and it looks like outside counsel has some time (he's a good guy).
Please let me know.
Also, I spoke with Mark and I'd like to sit down with you to do some brainstorming/planning, e.g., a group offsite, in-house training, form changes.
Today is not a good day but tomorrow is fine.
How about 2 pm?
| Enron/Corrugated Services |
I am reviewing comments from our Tuesday meeting.
Do you want to follow up with Koch?
Or do you want legal to pursue?
A draft was sent out on 01/08/01and we have not heard back.
| Koch Pipelines Canada, L.P. ("Koch") |
David: In the midst of leaving my voice mail, I think I realized my error.
I believe that a guarantor can be a "corporation,....entity" having total asssts exceeding $10million.
However, that subpart (I) guarantor cannot be one that falls into the subpart (III) category (which is different from the prior law).
| Eligible Contract Participant |
Joe: A few questions: 1. Who trades this?
2.
What book does it sit in?
3.
What legal entity is that book?
Please let me know as we are comparing this to another product.
Thanks.
| WTI-Brent trades |
Clem: Attached to the end of this string of emails is the Bear, Stearns & Co. ("Bear") form of guaranty.
My only issue is with Section 1.
Consents, Waivers and Renewals of the Bear guaranty which Bear insists upon .
Although Bear will agree to the Enron form of guaranty, our Par.
4 Setoffs and Counterclaims problematic in light of Bear's waiver provision.
I'd like to discuss with you.
ENA has agreed to a Securities Lending arrangement with Bear and the ENE guaranty (capped at $25million and restricted to ENA's arrangements with Bear) is part of that "package".
FYI, several Enron companies have accounts with Bear.
When do you think we could discuss?
| Bear Stearns Guarantee. I'll call to follow up tomorrow a.m. |
Brant: I haven't heard of anyone pushing this internally but there are serious issues here because of the "agency" relationship that Energy New England has with various municipals.
You want the municipals on the dotted line and not the agent.
How do you want to handle?
| RESPONSE TO ENRON DRAFT ISDA - Energy New England LLC |
Do either of you have a copy of the "Power of Attorney" which the four municipal utilities granted to Energy New England LLC?
I seem to recall a one or rwo paragraph document.
Thanks.
Sara
| Energy New England, LLC |
Ed & Brant: I'm being hounded by ENE but no Enron traders seem interested.
Brant prepared a new worksheet based upon which we sent a new ISDA.
ENE "represents" four municipal utilities and is trying to negotiate ISDA's on behalf of those utilities.
I think the agent is off-base and I'm not sure that any of the utilities really want to trade financial.
Ed, Shari suggested that you may have some insight into ENE.
Should I drop this one altogether?
Or are we interested in pursuing?
Either Ed or Brant please let me know.
Thanks.
| Energy New England LLC ("ENE") |
I received a call from Doug Sewall (midwest power) who wants to market this product to Canadian hydro utilities.
Doug says that the product is originating from David Hoog's group and is an "insurance" type product for generation outage.
Please let me know if anyone is familiar with this item.
| "multiple trigger" unit protection product |
Stephanie: The fax that you gave to me with this file states that the CP wants to change jurisdiction "back to New York."
I don't see a prior draft; only a blackline against a Weyerhaeuser Company LImited document, the latter ISDA having been executed in June, 2000.
Does his question refer to that executed master?
If so, please let me know what we agreed to.
Thanks.
| Weyerhaeuser Co. |
John and Marc: Legal needs your help!
As you know, Cargill and ENA are frequent trading partners.
We have never put a swap master agreement in place.
In this day and age, we would be negligent to not execute the swap master agreement Cargill's legal department received a draft of our ISDA Master Agreement TWO MONTHS AGO.
I need your help to prompt the Cargill trader(s) to put some pressure on their legal department to negotiate the agreement with ENA.
The Cargill traders may call PHIL FANTLE.
Would you please make some calls and let me know who you speak with and when?
You can then give me a call or drop me an voice mail (Ext.
35620).
| Cargill, Incorporated - WE NEED TO EXECUTE AN ISDA MASTER AGREEMENT |
Richard: Highlighted below are changes to our standard confidentiality language=20 requested by a banking counterparty to an ISDA agreement.
Would you let me= =20 know if it is acceptable?
(i) Confidentiality.
The contents of this Agreement and all other document= s=20 relating to this Agreement, and any information made available by one party= =20 or its Credit Support Provider to the other party or its Credit Support=20 Provider with respect to this Agreement is confidential and shall not be=20 disclosed to any third party (nor shall any public announcement relating to= =20 this Agreement be made by either party), except for such information (i) as= =20 may become generally available to the public, other than as a result of a= =20 disclosure in violation of the terms hereof (ii) as may be required or=20 appropriate in response to any summons, subpoena, or otherwise in connectio= n=20 with any litigation or to comply with any applicable law, order, regulation= ,=20 ruling, or accounting disclosure rule or standard, whether in response=20 thereto or upon initiation by either party in defending itself, reducing it= s=20 liability, or protecting or exercising any of its claims, rights, remedies = or=20 interests under or in connection with this Agreement or any Transaction (ii= i)=20 as may be obtained from a non-confidential source that disclosed such=20 information in a manner that did not violate its obligations to the=20 non-disclosing party or its Credit Support Provider in making such=20 disclosure, or (iv) as may be furnished to the disclosing party=01,s Affili= ates,=20 and to each of such person=01,s auditors, attorneys, advisors or lenders wh= ich=20 are required to keep the information that is disclosed in confidence.
Thanks.
=20
| confidentiality language |
Sharon: With respect to the ENE form of guaranty, we will agree to delete Paragraph 4 (setoff and counterclaims) in its entirety.
This is a major concession by ENE.
Can you now agree to the remainder of the ENE guaranty format?
Please let me know.
Thanks.
| Enron Corp ("ENE") guaranty of Enron North America Corp. |
I have engaged South African counsel.
The response may take a few weeks but your transaction can proceed prior to that time.
However, I will need some time to refine our ISDA Schedule and learn about the counterparty.
Please keep me up-to-date.
Thanks.
Sara ps: I can talk
| South African trading partner |
Dee: I am trying to hear from credit on about four issues, namely, the legal entity, need for First Union Corp. guaranty (due to the availability of financials), haircut on bonds and Specified Conditions.
I would then propose preparation of a blackline to squeeze out the remaining issues.
If I hear from credit tomorrow (and I'm pushing), I could have the blackline by Wednesday and we could talk.
Hopefully, we'd be done by this week.
Hope this works.
Regards.
| ISDA Master Agreement with Enron North America Corp. |
Mark: I vote for a review of the act NOW, say the last week of February (Feb 26 - March 2).
The ISDA seminar is the following week if that is an attraction for the speaker.
I will give you a list of suggested issues in the next day or so.
Have fun.
| Commodity Futures Modernization Act of 2000 |
Richard: This is a first for me.
I received the following objection to our standard arbitration language: "The arbitration does not provide for expedited procedures with limited discovery and limited live testimony.
This could take as long as in court and cost more."
Is this a valid objection?
If so, how should we amend our language?
Or should we be silent as to jurisdicition without waiving any objections (venue, forum) and waive jury trial?
I look forward to hearing from you.
Thanks.
| ENA arbitration language |
Tana: A lawyer from Amerada Hess (Dana Dellacona) will probably call you about EOL trading.
She is interested in several trading relationships which you can see from the email that I sent to Tanya.
Let me know if you have any questions.
Thanks.
| Hess Energy Trading Company, LLC ("Hess") and affiliates |
I think you were going to identify the Lagrasta deals after our meeting of last Tuesday (Oct. 19).
I've done a quick review (although I'm not as familiar with the deals as you may be) and think there are 9 deals: Aries Resources, LLC [Classic Resources Inc.] - dropped Formosa Hydrocarbons, Inc. - Breslau also concerned Hallwood Energy Corporation HS Resources Inc. Neumin Production Co. - Breslau also concerned Titan Resources L.P. TXU Energy Trading Company (?)
Vastar Resources, Inc. Could you please verify.
Sara
| Lagrasta deals from the "Legal Credit List" |
Mark: Attached is my "short version" of Eligible Contract Participant (I would generally send to credit, new lawyer, etc.)
I am still uncertain about the status of the Trade Option Exemption (Issue 4); I understood from the conversation that you, Brent and I had that the old rules were out.
I have heard a different interpretation.
What is the status of this exemption under the new law?
| Commodity Futures Modernization Ace |
Dee: We are working on the blackline.
Since the "deal" that you mentioned yesterday has no bearing on the master between ENA and FUNB, there is no emergency at hand.
A few things to note: (1) regarding "Procedures for entering into Transactions," my suggestion is that you consider a reasonable time period in which to respond upon receipt of a confirmation.
It is in both parties best interest to have an executed (and therefore enforceable) writing This can be accomplished by under the NY General Obligations law by our agreement as to a "deemed response" if a party will not sign a trade confirmation.
(2) regarding the concept of "Specified Transaction", ENA has reconsidered the earlier concession to exclude most Termination Events as Specified Conditions.
It is not ENA's position to unwind Transactions upon the occurrence of these events, and, therefore, each party ought to be able to rely upon the protections afforded it under the related provisions.
Regarding the Credit Event Upon Merger, FUNB is protected with the amendment which we make to Section 5(b)(iv).
I hope that the blackline will resolve our outstanding issues.
| blackline of master |
Randy: Please forgive me for missing the call this morning.
I mistakenly thought that my 7:30 am doctor's appointment was tomorrow and not this morning.
Just a brief update to my resport of yesterday, Lynn, Brent and I are meeting this afternoon to discuss the Tozzini response and set plans for another trip to Sao Paulo to meet with the lawyers and refine the review.
I'll keep you briefed because I know that we're fast approaching year-end and Tozzini will be in a crunch.
We can discuss as the need arises.
Also, Lynn is preparing his synopsis regarding Don's recent inquiries about trading office locations.
Don's questions tie into the legal review of financial trading options in general but it's a good idea to address these up front.
Please call if you have any questions.
I promise to be back on board next week.
Regards.
Sara
| ESA Legal Management Committee Meeting |
Richard: The corporate workbook reflects that the officers of Enron Credit, Inc. all reside in the U.K.
I don't see anyone identified with a power of attorney for executing documents in Houston.
As there may be tax issues associated with U.K. officers signing (in the U.K) on behalf of a U.S. company, I am asking for verification from Janine.
My suggestion is that Enron Credit Ltd. negotiate and execute the agreement and include the usual "affiliates, representatives, etc."
who may need to know any confidential information.
Your V.P.
's are all in London.
If Janelle confirms that it's alright for Brown, Sherriff or Seyfried to sign for Enron Credit, Inc. from London, then we can prepare the document and have a V.P.
sign and fax the agreement to the U.S. party.
At a minimum, though, we should try to work from our form of NDA.
Let me know if you have any questions.
| Confidentiality Agreement with Scana |
I believe that there is a general consensus that Clem needs assistance to respond timely to the mounting number of guaranties requested from Enron Corp.
In speaking with Clem, it seems that any evidence of increased and increasing business and demand for guaranties will be helpful for him to obtain help.
Would your group be able to put together some facts and projections which might address the continuing demand for new guaranties?
Since you are the first (and most important) point of contact for evaluating potential business, I think that your input would be extremely valuable for Clem to "plead his case."
| Enron Corp. guaranties |
Anna: Do want to prepare the Exhibits A and B or shall I?
I would like to have the doc executed today.
Also, please forward to me a copy of the final form of guaranty which you agreed to with Clement Abrams.
Thanks.
| Securities Loan Agreement |
Tanya: We finally agreed on the guaranty form (the cap is $25 million) and are about ready to execute the actual agreement.
I have one question: in the ISDA world, we use "cost of funds plus 1%" as the default interest rate.
The Bear document provides: "...interest thereon at a rate equal to (A) in the case of purchases of Foreign Securities, LIBOR, (B) in the case of purchases of any other securities (or other amounts, if any, due to Lender hereunder), the Federal Funds Rate or (C) such other rate as may be specified in Schedule B, in each case as such rate fluctuates from day to day, from the date of such purchase until the date of payment of such excess."
What is your preference: Bear's standard language or do you want to specify another rate?
| Bear Stearns "Securities Loan Agreement" |
Sam: the addressee for the guaranty is : mmidden@anz.com (his name is Michael Midden) The message is : Attached for your immediate review is the form of Enron Corp. ("Enron") guaranty which would be utilized to guaranty all financial trading obligations pursuant to an ISDA Master Agreement and transactions thereunder which would be entered into between Enron North America Corp. and ANZ Bank.
Jason Williams (in Enron's risk control group) asked that you receive a copy of Enron's form of guaranty if you had not already received one.
We are in the process of preparing a draft ISDA Master Agreement and will forward it to you next week.
Please let us know if you have any questions.
Please copy Jay Williams and me.
Thanks and sorry for such short notice.
| ANZ Bank email information |
Jane: Susan is trying to revise the Services Agreement once again and the "governing law" issue was raised.
I do not have any memoranda addressing which choice of law would be binding on Enron Japan Corp.
However, I note that the draft ISDA marked by our Japanese counsel for use by Enron Japan Corp. and IBJ elects New York law (AA email to me dated 9/21/00).
Are either Texas or New York law preferable for the Services Agreement?
Thanks for your assistance.
Regards.
| Representative Agreement between Enron Japan Corp. and Enron North America Corp. (the "Services Agreement") |
We need the revised confirm now.
I'd like to review it when you're done.
I sent the legal opinion draft to Deseret yesterday and they are sending their draft back shortly (I received a fax from them at 9:30 am today).
Thanks.
SS Mike: Do you want to see our legal opinion draft and/or Deseret's draft opinion to be sent shortly?
| Deseret |
AFAC and Marcelo: We are in the process of reviewing the Comparative Chart and attached memorandum and will soon provide a list of remaining issues which Enron North America and South America would like to have addressed.
We are also attempting to identify specific types of transactions which may be required to hedge Enron risk in Brazil before 12/31/99.
For planning purposes, the "group" would like to meet with you in Sao Paulo during the week of November 28.
We are hoping that you may be able to accomodate us on November 30 (Tuesday), December 1 (Wednesday) or December 2 (Thursday).
Please let us hear from you.
Regards.
Sara
| Financial Trading in Brazil |
Susan: The internal EOL FX products will be opened up to third parties shortly.
I'm reviewing the GTC's.
With respect to the tax reps which are incorporated into the GTC's, I think we need a "universal" rep since the products could be traded by parties residing anywhere in the world.
I believe that the first week in March is the target EOL date.
Can you prepare the tax rep section for the GTC's?
I am not aware of any other EOL product having this type of rep but I am not familiar with the totality of EOL products.
Please call me if you have any questions.
Thanks.
| EOL tax reps |
Stephanie: I have the blue file in my office and a marked version of the ENE guaranty.
However, we are missing the recent assisgnment from the NY office to London which you and I discussed last week.
I was waiting for you to figure out whether the assignment is MIA.
SS
| Merrill Lynch International Bank Ltd. |
Janine: Congratulations on your promotion!
I need an update on the back-office relationship between Enron Credit Inc. (ECI) and Enron Credit Ltd. (ECL) Does London confirm the ECI trades?
If so, I assume there is a power of attorney from ECI to someone in London.
Or will ECI trades be confirmed in the U.S.?
I received a call from someone in London inquiring as to whether Greg Whalley could sign for ENA because he was in London.
I believe this was in relation to the credit business.
Are U.K. traders booking credit deals in the name of ENA or is this some type of back-office function performed on behalf of ENA?
Any reason not to use ECI or ECL here?
Also, can you send a copy of the services agreement (if any) between any companies performing services on behalf of either ECI or ECL?
Thanks.
| Enron Credit Inc. |
Anna: I just received your voice mail.
The package (including the Enron Corp. guaranty) has already gone out via Federal Express to your attention.
You should receive it tomorrow.
Also, Enron North America Corp. would like to assign the agreement to Enron Credit Inc. (a Delaware corporation).
Would you like for me to prepare the assignment or shall I?
Please advise.
Thanks.
| Securities Loan Agreement |
Sam: There are now two entries for J.P. Morgan Futures, Inc.
I didn't realize that you had entered an agreement.
I didn't want to delete your entry but I don't understand what you entered.
Is it a futures agreement?
I am negotiating the futures agreement.
Also, the email address you entered is incorrect.
Please help.
| J.P. Morgan Futures Inc. |
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