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Thanks for your help.
I also left a message for Jeff because I was told that he worked on the transaction.
The name "Compagnie de Papiers Stadacona" ("Stadacona") does not appear on the corporate database so I cannot verify that it is an Enron-owned entity.
The only question is: Can we book the FX trade in the names of Stadacona and RMT?
| Stadacona |
Susan: Laurel Adams has an FX deal where RMT must be a party.
The counterparty is a 100% owned Enron sub named "Compagnie de Papiers Stadacona".
When I last checked, nothing shows up in the corporate database.
However, I have verified the name, ownership, etc.
with Jeff Blumenthal.
I will separately email you the counterparty info that I have.
We need a deemed ISDA for the parties.
We should later do the ISDA when the information is available on the database (which could be any day, I suppose).
I would just use our standard RMT format.
Please assign.
Feel free to call me or Laurel with questions.
Thanks.
| Deemed ISDA |
Mary/Cheryl: Carol has seven (7) master swap agreements to be reassigned.
Cheryl and I will work on these together.
All appear on the legal/credit list.
(1) Cross Timbers Oil Company (2) Camden Property Trust (3) Clorox Company (The) (4) Montana Power Comopany (The) (5) Ocean Energy, Inc. (6) Quebecor World USA, Inc. (7) Russel Metals Inc. Mary: Would you please reassign paralegals to Cross Timbers and Quebecor?
These were handled by Samantha.
Maybe Marie could assist; these don't appear to be urgent.
Thanks.
| Reassignment of ISDA Master Agreements |
Caroline: You should have already seen the two ISDA's (Valentis, CD Holdings) emailed yesterday evening per your instructions.
I am still waiting for you to send information regarding inhouse/outside legal counsel for both parties.
The Schedule and Paragraph 13 sent to Valentis et al is very much like the hedge fund template which legal is refining.
We are reviewing the first draft and commenting.
FYI - I will not be in the office on Friday, April 27.
Also, the Enron legal conference is next week and the lawyers will be in San Antonio from May 2 (afternoon) through May 4.
And finally, I will be on vacation during the week of May 7 - May 11.
Please try to make plans (conference calls, counterparty comments, etc.)
accordingly.
Let me know if you have any questions.
Thanks.
| hedge funds |
Mark: Can you "publish" a list of swap attorneys and their primary/secondary areas of responsibility (for at least the lawyers to use)?
I'd like to direct random requests to the appropriate people.
For example, is Brent the only "weather attorney"?
| attorney workload |
Melissa: I started with Sempra.
It's one of the more unusual masters ( a "Master Master" covering both physical and financial) and it's not the typical "ECT Master".
Further, it contains no rounding or correction to published prices provisions.
We'll have to review these masters on a case by case basis.
| Sempra Energy Trading |
Edmund: Would you believe that we do not have a repo template?
The repo requests are more infrequent than not.
All are negotiated.
Hope this helps.
Regards.
| repo agreements |
Marcelo: When we last spoke on April 3, you told me that the blacklined agreement would be sent in the next few days.
Can you please provide me with an update?
I would like to finalize/execute before May 2 when I will be on vacation.
Please advise.
Thank you.
| repo agreement |
Carol: Have you had a chance to recap our "offsite" discussion?
Also, what can you tell me about Montana Power Company (1st draft ISDA)?
Stop by in the a.m regarding exercise of your swaption.
What does your confirm say about the form of notice of exercise and the exercise date (or period)?
| offsite, etc. |
I have two tickets (and parking!)
for the Friday night (May 4) performance of "Dinner with Friends" which I cannot use.
FREE!
Please let me know if you are interested.
| Alley Theater tickets |
I hope you can help Carol out before our phone call in the morning.
I have tried Patricia Aufranc twice but there is no answer.
If you could reach her early in the morning to resolve, I would be most appreciative.
You can discuss with me in the morning.
Thanks.
Sara
| Friday phone call AND MEMO FROM CAROL ST. CLAIR |
Mary: Remember, this is the swap that you finally decided to go ahead and terminate yourself.
There was much confusion about how many S.A. swaps actually exsited (only one) and after sorting through the mess, when I asked if you had estabished a Raptor "format for termination", you decided to do the drafting.
Let me know if there is a problem.
| Raptor and the South American Swap |
Tracy: Did you and Yair finalize the "transfer" language?
It seems that too many confirm questions are popping up and different forms are being drafted.
We ;should be done with the ISDA.
| Allegheny Energy Supply |
Jay: We sent this master for execution on May 1, 2001 and the counterparty just responded to John with some comments.
Only one comment is credit related: LPC does not want to pay default interest as per the ISDA agreement.
LPC does not want interest compounded daily.
What is your position?
I have made all other changes or given LPC an explanation.
| Louisiana-Pacific Corporation ("LPC") |
Rodolfo and Jeff: Would you please e-mail the name, address, fax and phone of the person or persons to whom this Deemed ISDA should be directed.
We'll be ready to send this out shortly.
Thanks.
Sara P.S.
I have a conference call for the next hour.
If you have any questions, please call Marie Heard at EXT.
33907 or call me after 11 am Houston time.
| EDEN Deemed ISDA |
Janine: First Union National Bank ("FUNB") entered into a credit derivative trade with ENA effective 20 April 2001 (our trader was a London trader).
Although ENA has a Master ISDA Agreement with FUNB (the "ISDA"), this does not appear to be the impetus for the booking since the confirm didn't reference the ISDA.
Is ENA alright confirming trades in this manner?
| ENA credit derivative transaction |
Susan: John Malowney would like a copy of this ISDA Master Agreement.
Do we usually let the traders have copies (hard or electronic)?
If so, we need to make it very clear that this is confidential.
Let me know what you think.
Thanks.
| Louisiana-Pacific Corporation |
Karolina and Rod: This swap has ended up on my desk!
Imagine that.
This transaction ought to be booked between RMT and ETOL.
The existing ISDA Master Agreement from December 31, 1998 is between Enron Capital & Trade Resources Corp. and ETOL.
We need to create an RMT/ETOL ISDA Master Agreement for this 3-year rate swap.
Is ETOL prohibited from entering into swaps with other parties, such as RMT (under the terms of the lending documents)?
Please bring me up to date.
Thanks.
| Enron Teeside Operating Limited ("ETOL") 3-year rate swap with Enron North America Corp. |
Susan: Rod or Karolina will prepare a credit worksheet for an ISDA Master Agreement between ETOL and RMT.
Jorge has a 3-year rate swap awaiting documentation.
Rod/Karolina: Is there any reason to not use RMT?
Is an ETOL sell-off imminent?
If so, would it be in the near term?
Rhett: If an ETOL sell-off (in whole or part) is imminent, should the deal be booked in ENA rather than RMT?
Jorge: The transaction confirm should be an ISDA format.
Also, please verify whether any ETOL deals are on ENA/RMT books and the remaining terms Thanks..
| Enron Teeside Operating Limited ("ETOL") |
Bill and Tanya: I am resending this memo to you in light of what I understand is a 3-year deal that Craig Breslau has done with MARTA (Metropolitan Area Rapid Transit Authority).
I need to advise Mark Haedicke of the details as soon as possible since MARTA is a public entity and we do not have an executed Master Agreement with MARTA.
We sent a draft document to MARTA on May 11, 2001.
Until we resolve the "capacity" or "authority" issue, there is significant legal risk attached to transactions with governmental entities.
I left a message for Jay Williams to please advise me of trade details.
| Municipalities Memo |
Frank: Did I hear you mention that you were going to work on the "EOL no written confirmation" letter?
Or is Mark?
Please let me know.
Thanks.
| AEP Master Amendments |
Nikki: I am a lawyer with ENA.
I understand that you have been involved with the execution of the Goldman Sachs & Co. ("GSC")/ECI Corporate Account Agreement, working with both Cheryl Nelson and Stephanie Panus of ENA.
ENA would like to transfer several accounts to ECI.
In connection therewith, I am attaching a form of Assignment and Assumption Agreement for that purpose.
This document is based upon a similar agreement executed by GSC, ENA and ECT Investments, Inc. on January 22, 2001.
I ask that you please advise me of the following: (1) What is the effective date of the Corporate Account Agreement between ECI and GSC?
Has it been executed by GSC?
(2) Is the attached form of assignment acceptable?
(3) Is there anybody else with GSC that needs to be involved with the review/execution of the attached assignment?
Please let me hear from you.
Our commercial group is extremely anxious to effectuate the transfer.
Thank you for your assistance.
| Transfer and Assignment of Enron North America Corp. ("ENA") accounts to Enron Credit Inc. ("ECI") |
Paul: I need to speak with you about the foregoing.
(1) Re: the Chase Global Custody Agreemnet Are you OK with Chase's ability to setoff amounts in any ENA Chase accounts against amount which ENA may owe under the Global Custody Agreement?
Does ENA have many accounts with Chase?
(2) Re: Enron Credit Inc. repo agreement with Goldman Sachs & Co. ("GSC") By way of background, ECT executed a repo with GSC on 4/25/97.
FYI, Enron Corp. issued a guaranty in the amount of $10 million.
Do you have any concerns with respect to a repo agreement between GSC and Enron Credit Inc.?
If possible, could we speak today?
Thanks.
| Global Custody Agreement (ENA) |
FYI - John's only issue was "inhouse" vs "outside" counsel legal opinion.
And he apologized profusely.
No harm done.
Sounds like you did a good job.
Have a great weekend.
Sara
| What a day! |
Nancy: I left a voice mail for you earlier.
We are extremely anxious to finalize the agreement and are awaiting the blackline.
Please call as soon as possible and advise.
Thanks.
| Global Custody Agreement |
Tanya: Our FX desk has requested an ISDA Master Agreement for ENA's FX trades with: Credit Suisse First Boston, London Branch.
The entity with which ENA already has an executed master (effective 4/21/93) is Credit Suisse First Boston International, which trades derivatives.
I will have the name of the CSFB lawyer this afternoon.
Can you please prepare a credit worksheet?
Thanks.
| ISDA request for FX desk |
David: Please send an email request to Cassandra Schultz and Veronica Valdez requesting that the following Enron Credit Inc. traders be added to the ENA Authorized Trader List (for the purpose of using ENA executed ISDA Master Agreements in the credit trading area, such as Swiss Re and First Union National Bank): Jeff Kinneman Nicholas Stephan Paul Pizzolato Please copy me and Marie Heard.
Call if you have any questions.
Thanks.
| Adding authorized traders to the ENA Authorized Trader List |
Terry and Dee: I am resending the draft ISDA which was sent to Terry and Vijay on April 25, 2001.
Please let me know if you have any questions.
Regards.
| ISDA w/Enron Corp. |
Pamela: Please call or email regarding the account assignment.
If you are not the right person, please forward the request and advise.
We are anxious to have this executed.
Thank you for your assistance.
| Transfer and Assignment of Enron North America Corp. ("ENA") accounts to Enron Credit Inc. ("ECI") |
We are sending this out in draft form until Scott Neal (our "Argentina" trader) has confirmed the terms of the deal with EDEN.
The trade date will probably be set towards the end of next week.
Sara
| Empresas Draft |
I have an early morning appointment on Tuesday and will be unable to join the phone conference.
I don't have anything new to report.
I have rescheduled the meeting with Tozzini in ESA's offices for Tuesday, Nov. 30 at 2 pm in order to conference in the Houston attendees.
We will not require video conferencing (but thanks for the offer).
Also, Lynn A. will have a final assessment of tax issues relating to an Argentine trading office location and we will try to meet with D. Black and/ or Michael G. Lynn will provide with his analysis beforehand.
Let me know if you have any questions.
Sara
| ESA Legal Management Committee Meeting |
Mary & Teresa: Here's the latest draft awaiting comment from George Gilbert, Tim Proffitt, Tanya and Chris Sherman.
Let me know if you have any comments.
Thanks.
| KCS - VC0917 & VC09 |
Lisa: FYI, there has been activity regarding the KCS file, in particular, the status of the amendment to permit cross-netting of certain agreements and the impact of that amendment now that KCS has emerged from bankruptcy.
Two (2) new financial transactions have been executed and there is a VPP looming ahead for June 15.
The issue which we were trying to isolate is the effect of the amendment to the financial/physical agreements post-bankruptcy.
We concluded that KCS is bound post-bankruptcy (Carol St. Clair thought you may have had some reservations).
I'll keep you apprised of any developments.
| KCS Energy Marketing Inc. ("KCS") |
Marie: Shemeika Landry (X52552) and Shelli Smith (X37562) are working with Donna Landry and have asked to see the "opening brokerage account" procedures which you documented.
Please send them copies.
Thanks.
| procedure for opening brokerage account |
Marshall: Attached are the drafts of the two KCS confirms.
I need to speak with you about the mechanics of the termination.
Please call me.
Thanks.
| KCS - VC0917 & VC09 |
Derek: I'm on the phone.
Is this agreement for Enron Credit Inc. or Enron Credit Limited?
I only represent the former.
Dennis represents the latter.
| Goldman Sach $ repo docs |
Diane: attached is the redline redraft for the KCS trades.
Please send to the usual suspects.
These changes should apply to both confirms.
Please make sure that Derek and Marshall receive as they are the ones who need to say OK.
| KCS |
Libby Rutherford would appreciate a short explanation from you regarding the cross default threshold.
She was interested in knowing which financials we were reviewing together with the explanation.
Our latest draft provides all parties with $100 million.
Libby's e-mail address is: rutherford@pg.com
| Procter & Gamble |
Sheila: Here's the status (1) Goldman Sachs - I received comments on May 22, 2001.
Ball is in my court.
(2) MSDW - I faxed comments to Joseph A. Marovich on May 2, 2001.
Fax No.
was 212/762-9502.
No response.
(3) Salomon Smith Barney - I faxed comments to Tania Meyer Wilson on May 2, 2001.
Fax No.
was 312/648-3328.
No response.
Please let me know about (2) and (3).
Thanks.
| futures documentation |
Tanya: Please see page 7 of the attachment (Par.
5, part C) regarding setoff.
ENA was about to have this agreement executed just as I received your email.
I'll call you after 5 pm.
We need to discuss today.
Thanks.
| Enron Global Custody and Clearance Agreement |
Sheila: ENA is ready to sign (Ihope) in the a.m.
I just wanted to verify that you had sent an email to Cassandra (or Rick Buy) so that she is prepared to countersign.
Also, your status report reflects that you also need a custody agreement for ECT Investments.
Why?
Thanks.
| Global Custody Agreement with JPMorganChase |
Mary: Attached is the latest draft from Chase.
In particular, please take a look at the following paragraphs: 2.A (the definition of "Securities") 5.B (lien on securities) 5.C (setoff) The ENA contact is Gennaro Contella.
Please leave me or Sheila a voice mail and we can arrange a conference call on Monday with Gennaro, Nancy Callahan, if necessary (Chase legal) and anyone that you need to conference in on behalf of Enron Corp.
The traders are anxious to have this account in place.
Irrespective of which Enron entity takes ownership of this agreement, we were looking to you for information regarding existing Chase accounts (in ENA's name).
Thanks for your help.
| Enron North America Corp. ("ENA") Global Custody and Clearance Agreement |
Hi, Christian: Stuart has already called this week inquiring about his ability to continue negotiating with the PUDs.
Have you had a chance to speak with Pat Boylston?
Let me know if I can assist.
Thanks (as usual) for all of your help.
| capacity of Washington PUD's |
Hey Sam, that has to be one of the "cheeriest" cards I've ever received.
Please thank Leica for her birthday wishes (and how is the old girl doing?).
Do you remember my 39th at Andrea's with Pat and Dee (I think) and Ron and his wife (I've forgotten her name but I remember what she looks like)?
I remember your 40th with Beverly and Helen and the walker (you probably remember the stripper).
I need your MAILING address so that Phoebe, Chloe and I can send you a holiday card.
Are you a bi-city resident?
Do you still own Corky's?
Do you have a different venture(s)?
How is Mr. Casey?
How are Helen and Beverly?
Do you see them often?
Do you love Atlanta?
You know that at my age (it's actually been any my ages) I write in stream of consciousness.
I hope this makes sense.
Sara P.S.
Ain't life grand?
| You'd better not squeal! |
Mark: Attached is my current workload report.
I'm beginning to get nervous about meeting traders' expectations as I am taking vacation from June 14 - 22 (seven business days) and I don't know who will be able to pick up my emergencies and routine issues.
I have some idea about Mary's and Frank's workload and I have the impression that Brent is constantly busy with weather.
I'd like to briefly discuss Cheryl's workload I think it would be a good idea to have everyone submit a status report of sorts to you so that you can assess how much is "project" oriented vs. routine, specific commodity areas, and volume.
FYI, I am trying to limit Cheryl's activity with Gary's group to brokerage agreements only.
The huge volume of activity on the brokerage end was apparently the result of a recent audit by AA and effort to "cleanup" the agreement status.
It should be winding down.
I have encouraged Cheryl (as have Frank and Mary) to provide you with a workload report since we really want her to be trained in the swap basics.
Also, I will try to schedule a conference call with David Mitchell, you and me before I leave (topic is online trading of credit derivatives).
Currently, only ECL is offering the bankruptcy default swap online (and no one is hitting the product).
| attorney workload |
Mark/Rod: I'll draft the annex without offering up the ENE guaranty (although you may have to speak with them since ENA offered up a guaranty for its repo).
Please let me know how you want to handle defaults.
Can we resolve tomorrow (Wenesday)?
Am I being too pushy?
Thanks.
| GS&C repo agreement with Enron Credit Inc. |
I am still waiting for my Brazilian visa (another single entry, unfortunately).
It should arrive next week.
I was hoping to spend the week of Sept. 5-11 in Sao Paolo but that is impossible to plan without the visa.
Maybe the latter part of that week or the next week will work.
If I arrive on a Sat.
or Sun., what do you think about the two of us meeting over the weekend to work out a plan?
I can then devote all of my time to dealing with Tozzini on the physical and financial issues and working with originators to explain financial trading procedures.
I will need to determine if Jose Emilio (on the physical issues) and Antonio Felix and Renato (on the financial issues) will be available to meet during my trip.
I have sent them e-mails to at least pose the question.
I know that you are very busy.
Please let me know what you think about my proposal.
Also, I apologize for asking you to give up any of your weekend time.
Maybe you have another suggestion that will work better for you.
I look forward to hearing from you.
Sara
| trip to Sao Paulo |
Mark: In connection with Susan F.'s departure, could you please provide a copy of her "project list" so that we can follow up on finalizing/redistributing her workload?
I have lots of questions which I'm sure can't be answered this minute, such as: Shouldn't we help to prioritize her work?
Will she continue day-to-day work?
Who will take confirm desk calls?, How will this impact Samantha's training (maybe the lawyers should be involved now), etc.
Please let us know when you'd like to "regroup".
Thanks.
Sara
| update |
Just a follow-up to our conversation of last week to see how you were coming along.
When would you like to schedule some time to discuss the ISDA?
Please let me know if you have any questions and/or whether I can assist you in any way.
I understand that our respective traders are discussing a transaction.
You may contact me at 713/853-5620 or e-mail.
Thanks.
Sara
| Negotiation of ISDA Master Agreement |
I will be on vacation from October 6- 13.
Also, the ENA lawyers will be offsite October 5 and 6.
Should you need assistance during my absence, please contact my assistant Kaye Ellis at Ext.
35968 who will direct you to a lawyer.
Thanks.
Sara
| vacation |
All: I will be on vacation until October 16, 2000.
Because I am handling a large number of brokerage agreements and electronic trading platforms (for ENA and ECT Investments, Inc.), I have asked Jason Peters with Andrews and Kurth (713-220-4124) to assist me.
Some of the agreements are for John Greene who is currently in London and those agreements may reference English law and the Financial Services Acts.
I have given Jason your names IN CASE he has any questions.
Thanks for your help.
Sara
| Vacation |
I spoke with Marsha Greenblatt (Sempra's trading lawyer).
She was unaware of any issues with Sempra's dealing with ECTRIC but recognized that (i) this is a credit decision and (ii) trading with ECTRIC has occurred.
Sempra does have a London trading operation so maybe the London traders for both of our respective companies have been transacting.
Of course, all confirms she reviewed were with ECT/Sempra (except for one or two ECTRIC confirms).
Based upon our recent ECT/ECTRIC internal conversation, I don't anticipate further confusion.
Thanks for everyone's attention to this matter.
Sara
| Sempra Energy Trading Corp. |
Thanks for remembering me (even though I FORGOT to send you birthday wishes last month).
It doesn't seem like a year, does it?
Hope you're doing great and your family is well.
How's the HOUSE OF THE CENTURY coming along?
I recall looking at the plans just "yesterday".
Stay well (and young).
Sara
| Happy B'day |
Attached is the latest "redraft" of guidelines based upon my conversation with Brent (who has not yet seen the attachment).
Let's discuss these tomorrow.
I'll conference you at 9 am.
Thanks.
Sara Lynn: I'll forward separately Brent's proposed paragraph for the Houston trader.
| Financial Trading Guidelines: ARGENTINA |
Hi Christian!
I wanted to ask you a few questions about the occurrence of negative pricing on the west desk.
I'm getting a differenct response on the east desk.
Although my interest is financial trading, you may have experieced this issue on the physical side (Jeff Hodge has not).
In the past on the west desk financial trading, any prices which are negative are deemed to be "0" (so an average of hourly prices could include some zeroes).
The east desk wants to add in the negative numbers.
Please call me to discuss.
I'd really appreciate it.
Sara
| off-peak prices, negative numbers |
Marie: Wisconsin's lawyer is out of the office until Nov. 29.
Would you please follow up with respect to the ISDA which we sent to him on Nov. 5?
I left your name and phone number on his voice mail.
Cary is interested in pursuing this counterparty.
Thanks.
Sara
| Wisconsin Gas Company |
FYI - I called in for the meeting this morning but no one else ever connected.
Sorry.
I have nothing new to report.
I'll be in S.P.
next week for a few days.
I'll try to get on your calendar.
Thanks.
Sara P. S. Happy Thanksgiving!
| ESA Legal Management Committee |
The Tozzini lawyers will meet with us to discuss prior memoranda and products for trading.
For those in Houston who wish to be conferenced in, please contact my assistant Kaye Ellis in Houston (X35968) who will make arrangements.
Thanks.
Sara
| conference call, Tuesday, November 30, 2:00 pm (Brazil time) |
El Paso is a "high volume" CP with an existing ECT Master.
Marie, there is a 9/1/99 note in Lotus Notes that the CP to email its form of Schedule.
What have we received?
Shouldn't we be pushing this ISDA?
Can someone prepare credit?
| El Paso Energy Marketing |
This is a "high volume" counterparty.
Shouldn't we be pursuing an ISDA to replace the existing ECT Master?
Susan, your last entry was 3/9/99.
SS
| Reliant Energy Services, Inc. |
Jeff: I thought we should update the situation particularly in light of the problems that Willie runs up against.
Can you give me a call and let's discuss.
Thanks.
Sara
| Counterparties with high volume trades and no master agreement/ECT master agreement |
The east and west power desks are creating slightly different floating price language for some of the power pools.
The west desk wants "negative prices" to be averaged in as "zeroes"; the east desk wants to average in all prices "positive or negative".
I'm inclined to let the traders do as they wish.
I can't seem to get an explanation for the difference in approach (in each instance ENA may take either side of the deal).
The confirm desk will have to pay attention to the source of the confirms to use the correct pricing language.
I don't know if this will create an on-line trading issue.
What do you think?
Sara
| Financial Power - "Negative Pricing" |
Per my voice mail.
Also, for YOUR use, I am attaching a "form" of gas tolling agreement.
Brent also has a "confirmation" related to a master.
Let me know if you've already handled.
Thanks.
SS
| Tolling Agreements: For Brazil |
Per David's request, I'm attaching a (very old) form from Houston, not often used here anymore.
I'm not sending this directly to David (if only to avoid "form shopping").
Let me know if I can be of further assistance.
Thanks.
Sara
| Tolling Agreements: For Brazil |
It seems that Miriam Radach has been transferred to Sherman & Sterling's Washington D.C. office.
She is working with a NY associate named Jennifer Kumble.
The lawyers had a lot of issues to discuss with Tiger and should give us comments next week.
Have a nice holiday!
I'm going to Baton Rouge to watch the tigers (LSU!)
play ball.
Sara
| Tiger et al |
Mark and I met with Mark Haedicke regarding utilities and the need for a legal opinion from the utility counterparty.
We have agreed with Mark as follows: 1.
Our negotiations with investor owned utilities should be based upon our standard ISDA Schedule (ISDA Multicurrency Agreement) AND including the "Additional Termination Event".
Neither party should be required to provide a legal opinion.
2.
Investor owned utilites will be approved for online trading from a legal viewpoint.
The extra "Additional Termination Event" paragraph is not currently included in the GTC's but COULD be incorporated if there is a revision to the online agreement.
3.
Our position with respect to municipals/municipal owned utilities, federal/state/local owned utilities and cooperatives remains unchanged.
We should still utilize and update the "municipal ISDA" form, and, require a legal opinion from the counterparty.
In that regard, Susan Flynn has been working on an "omnibus" format for an electric co-op (Deseret Generation and Transmission Co-operative), an earlier version of which could be used as a template for a municipal omnibus confirmation.
| Utilities (investor owned) |
I spoke with John Nassos.
He said that the company just hired a treasury/credit person last week (and that was the holdup on negotiating the ISDA).
Mr. Nassos has my phone number and all I can do is wait to hear from him or his outside counsel.
Sara
| Peoples Energy Corporation |
Let's catch up when you're ready.
1.
Received NEW draft from Pacific Gas & Electric.
Need to do ISDA comparison.
2.
Susan is out JUNE 1 and "Columbus Dispatch" needs to be finalized.
We sent blackline Friday afternoon.
Details will happen Tuesday morning.
3.
Let's talk.
| WELCOME BACK |
I wanted to sent you a holiday card but, alas, the mysterious Sam has no address.
I guess I could send it to your lessee in the Big Easy (remember, the doctor living in the marina) but he may not appreciate the beauty of the card.
Please email your address.
Hope you had a "Happy Chanukah".
I was in BR to celebrate with my family - Jennifer is 15 and Zachary will be 13 on January 1.
My parents are slowing down but Deb and Steve are not.
Deb ordered some brisket and latkes from the 2nd Ave. deli in NY and the food was awful.
Sara
| You never sent me your address, Sam |
Attached is a draft of a swaption based upon the term sheet reviewed the other day.
Elizabeth has not reviewed yet and I still have some lingering questions.
ss
| Financial Swap |
This is scheduled to close on Friday (don't know what time).
It's Gareth's deal.
Enron Corp. is swap CP with a trust.
Don't know who is signing for Enron Corp.
Please C me to discuss and raise logistical issues.
Thanx.
SS
| Project Ghost |
I think that this transaction is called "Project Moosehead".
I have a meeting on it this morning.
Please comment to the draft I sent to you yesterday.
I don't know if the structure works.
I couldn't decide upon the format; it also looks like a cap.
Thanks.
SS
| "Financial Power Purchase Term Sheet" - 12/13/99 |
Lynn: Weren't you going to take a look at the Trader Guidelines for Argentina?
Let me know if you have any questions or if I can help you further.
Thanks.
SS
| Argentina Trader Guidelines |
I had a VERY long call with the two lawyers.
I would say for the most part that Tiger will reconsider many of our provisions now that the lawyers understand our position.
Big issues: arbitration (I need an explanation in order to go to our general counsel) Limitiation of Liability All else is negotiable.
SS
| Tiger funds |
With respect to Part 2, Tax Reps and Part 5(l) deletion, the Enron Corp. tax group is fine with the changes (although these are not necessary).
Also, Enron will deliver forms as Barclays wishes.
Let me know if you have any questions.
Sara
| BLACKBIRD - Schedule to the ISDA Master Agreement |
Since the Master is drafted for ECT/TBS, what does your message mean in terms of moving the ISDA, guaranty and side letter along?
As I mentioned to Ted, what EI or an EI project company does outside of the ECT swap is not something that I can track.
Thanks.
SS
| TBS swap |
I did speak with Ana Soria.
Her only concern was the legal opinion.
I faxed her the format for the legal opinion and attached a cover sheet which indicated that ENA must receive the executed opinion by the close of business on December 29.
I've attached a copy of the fax cover sheet.
Also, Joe Hunter has added the "Automatic Termination" provision into the confirmation.
Have a happy holiday.
Sara
| EDEN |
Pending execution of a master agreement, Amoco transactions continue to be documented under the omnibus.
Willie has brought to my attention three issues which continue to be raised by Amoco: 1.
Procedures for entering into Transactions: deletion of response within 2 Business Days after receipt of confirmation and failure to respond as conclusive evidence of Transaction 2.
Setoff: there doesn't seem to be an "Affliliate" issue but I'm not certain of their comment to setoff applicable against a "derivative amount" (are they attempting to prevent setoff against physical amounts owing?
or only trying to clarify that unpaid "derivative amounts" can be setoff against other amounts due?)
3.
Choice of law: change to NY I thought you could address these issues in your negotiations and let Willie know how to handle.
I've left confirm in your office.
Thanks.
Sara
| BP Amoco Corporation ("Amoco") |
I just received this message from Mark.
Let's talk and I can see what I can do.
I'm not aware of any written broker agreements used by ECT for trading other than those for futures and equities.
I can check on the physical side.
SS
| Broker Agreement |
Here's the original blackline.
Leave me a voice mail with the names and I'll revise my latest blackline today so that we can satisfy Cargil.
SS
| Cargil Guaranty |
Attached is a draft list of items for review.
Some of the items require immediate document revisions; others require policy decisions before revising the documents.
Please edit and refine.
Mark suggested that we confer and come up with specific recommendations.
Once we create a list, let's try to meet on one or more occasions to discuss.
SS
| Swap group discussion issues |
I hear that a binding agreement and/or PPA was signed with MOEMA for a 10-year transaction.
Do you have an English version of the MOU or PPA?
Details?
Thanks.
Sara
| MOEMA |
Attached are drafts for: (1) Short cover letter to be signed by ENA (Scott Neal) requesting quotes (2) Draft proposal for discussion purposes (3) Draft confirmation format Please review for accuracy and call/email to discuss.
Thanks.
Sara
| CMS Marketing, Services and Trading Company |
Marie is not in the office today; your direct contact should be Susan Bailey (X 34737).
I spoke earlier with Rick Hopkinson who indicated that the account will probably be for the benefit of EPCA.
We need to verify a few details (account party, purpose, resolutions, authorized trader list, etc.).
Also, will the broker be Morgan?
Nancy, since you will be working on the authorizations, please keep in mind that Ted Murphy will limit authorized traders to the Houston equity traders(and perhaps Bruce) for control purposes.
I believe we had to change the Enron Brazil Power Holding XII Ltd. resolutions in that regard.
I'll verify.
Susan and I will wait to hear from one of you in Sao Paulo.
I called about 10 minutes ago and no one was available.
Thanks.
Sara
| Brokerage Account/CIESA transaction |
I just wanted to touch base with you about efforts to keep good lines of communication between B.A.
and Houston about trading activity in Argentina and Brazil (both financial and physical).
I participate in Randy's weekly conference calls and Brent tells me that you have now undertaken that role in B.A.
As you know, sometimes proposals and deals "slip through the cracks" and Houston is taken by surprise.
We want to remain current and proactive.
Please feel free to leave me an email or voice mail when you learn of any relevant activitiy.
I , in turn, communicate directly with credit in Houston (Pat Cini or Rod Nelson) and tax in Houston (Lynn Aven or Rick Hopkinson or Michael Herman).
If you ever feel the need for a conference call, I'm always available and I'm sure credit and tax would be glad to join.
Also, I hold a weekly Friday conference call with Brent and Lynn to discuss current trading issues in Argentina and Brazil.
Thanks.
Sara
| "trading" activity in Argentina and Brazil |
I am trying to distinguish these two types of entities both practically (what are we able to negotiate) and legally (what do we really need in our Schedule).
I am also interested in your experiences in dealing with these parties.
ENA's form of "municipal" Schedule ("the ENA Schedule") was essentially taken from the 1992 ISDA U.S. Municipal Counterparty Schedule ("the ISDA Schedule").
In addition to other provisions, the ISDA Schedule (1) adds reps designed to avoid "an Orange County" type meltdown and (2) incorporates the concept of "Incipient Illegality" (which occurs before the Termination Event of Illegality).
The "Incipient Illegality" concept is used in Section 2(a)(iii) (obligations) as well as the Section 3 (reps) of the ISDA Schedule: the concept is added to the Section 3(b) rep ("..absence of Event of Default, Potential Event of Default, Incipient Illegality...), and for purposes of notifying the other party of its occurrence.
Interestingly enough, the ENA Schedule does not include the Section 3(b) rep change.
I think we need to add this change to ENA's Schedule.
With respect to IOUs, we need to clarify our position on "Regulatory Development" (which is actually a watered-down "Incipient Illegality" concept).
If such an event occurs, ENA should be advised of the event (Notice).
But, does ENA really want the ability to terminate trades at mid-market ("Additional Termination Event") or simply to have this event included as part of a Section 3(b) rep such that the occurrence of the event merely triggers an Event of Default at ENA's side of the curve (for breach of the Section 3(b) rep)?
I have found that negotiating with IOUs for the "Notice" provision can be difficult.
Extracting the Additional Termination Event is tough.
Arguing for a Section 3(b) change may be easier (and would mirror the municipal format).
I think ENA really needs the ability to decide when to halt trading with a counterparty experiencing a Regulatory Development (which we may only learn about through notice from the counterparty).
Thus, I recommend that for IOUs, we add a notice provision and Section 3(b) rep change incorporating our latest definition of "Regulatory Development."
But we really have to negotiate for this protection.
Otherwise, why bother to include this additional language?
What do you think?
| Municipals (including municipal utilities and other regulated entities) vs. investor owned utilities ("IOUs") |
I have reviewed Tana's list of North American utilities and have the following comments: (1) I have tried to eliminate all governmentals and regulated entities.
However, I suggest that we ask Kevin Leitao to take a quick review for obvious errors.
(However, I don't want Kevin to prepare unlimited research on our behalf.
I'll discuss with him).
(2) I suggest that we ask Canadian counsel to review Canadian utilities on authority/regulatory issues.
In my experience, Canadian outside counsel was reluctant to even comment on utilities located in provinces other than outside counsel's domicile.
(3) The online omnibus does not contain the ISDA Section 3(c) rep as to absence of litigation.
This rep drags in governmental bodies and all agencies (hence, a state PUC).
Thus, online parties will rep as to authority to transact each time they trade but we will not know about potential PUC issues.
(Under the ISDA, a party would have to notifiy us of a "Regulatory Development" and we may have an Event of Default for failure to notify; we may also have a Termination Event under our current format).
| IOU's: Online Trading |
The financial trading group has a recurring request by our conterparties to add a provision addressing the admissability of trader tapes into evidence in court or other proceedings.
Our current language merely states: "Each party consents to the recording, at any time and from time to time, by the other party of any and all communications between officers or empoyees of the parties, and waives any further notice of such recording."
Here are the facts and issues: 1.
Our agreements provide for arbitration (most likely) or jurisdiction in specific courts or are silent as to jurisdiction.
2.
ENA policy is to destroy trader tapes after 6 months.
3.
If we are doing our job, a written and signed confirmation should exist in our files for each and every financial transaction.
On occasion, we have not confirmation signed by ENA's counterparty.
By agreeing to add "admissability" language, are we waiving the parol evidence rule?
Do we always want the ability to introduce existing recordings?
Can you provide us with language acceptable to ENA that we might propose to a counterparty (when asked)?
Here's an example of a recent request: "Any such recordings may be submitted in evidence to any court or in any proceedings for the prupose of extablishing any matters pertinent to the [ISDA] Agreement."
| Admissability of tapes into evidence |
I don't know if you have spoken with Susan Flynn about her schedule before/after her surgery, but I have some questions that you may have already addressed, such as: Has Susan prepared a matrix reflecting the status of documentation (i.e., existing masters, agreements to use ENA master/terminate counterparty master,etc.)
with the various CES counterparties?
Carol mentioned that she could finalize this project.
Will someone receive be checking Susan's email and voice mail and physical mail each day?
What efforts (if any) are ongoing with respect to PGE?
What about existing files?
Top Tens (Swiss Re)?
Any ISDA comparisons could be accelerated by giving directly to attorneys.
Who will prepare reports for legal/credit meeting?
Who is entering year-end deals onto Lotus Notes?
Should Susan Bailey handle per Carol's suggestion?
I'm sure that everyone in the group would appreciate a better understanding of how to handle the situation.
Thanks.
Sara
| Susan Flynn |
Can you email a copy of the "Loan and Security Agreement" to me at sshackl@enron.com?
I can then redline suggested changes to your agreement.
Thanks.
If you need to call, I'm at (713) 853-5620.
Thanks.
Sara
| Loan and Security Agreement |
I would like to take the following days in February as vacation days: February 3,4,18 Please let me know if this presents a conflict.
Thanks.
Sara
| Vacation Days |
I have been receiving the "Enron International Southern Cone" list of projects (updated weekly) for the B.A.
office for quite some time.
As you know, it covers trading Projects and Claims/Litigation/Regulatory.
Is there a similar list prepared for projects originating in Brazil?
I would like to recieve such a list as would the parties copied above.
Please let me know.
Regards.
Sara
| Enron South America - Project List for Brazil |
We are currently updating our database of brokerage agreements for Ted Murphy.
We only show two (2) executed agreements for ECTRIC and/or UK SPVs.
These include agreements that ECTRIC has with Fimat Futures UK Limited and Paribas Futures, Inc.
If other such agreements have been executed, would you please advise and send copies to Houston.
Ted will now keep a duplicate set of agreements.
Also, would any other European locations have executed brokerage or futures agreements?
If you have any questions, please call.
Regards.
Sara
| Brokerage Agreements - England |
ENA can confirm the transaction on our "omnibus confirmation" with one or two minor changes (Joe: please call me).
Also, ENA sent a draft ISDA Master Agreement to Puget Sound Energy on 3/9/99.
If you anticipate more financial trading, please let me know as we should pursue execution of the ISDA Master Agreement.
Thanks.
Sara
| Puget Sound Energy |
I have two (2) tickets for "Wit" playing at the Alley Theatre for Friday, Feb. 11 (8 pm, Sec.
4, Row G).
Let me know if you are interested.
No charge.
Sara
| Tickets for "Wit" |
Attached is a redline based upon the document generated by you.
I'm sure there will be many items for discussion and I look forward to hearing from you.
Regards.
Sara
| Loan and Security Agreement |
Happy New Year!
I was hoping you could respond to some issues raised by Enron's Argentine commercial group.
They have told me the following: (1) An association known as the "Argentine Association of Derivatives" has developed a document currently being circulated in the Argentine market for use in the near term.
It is in Spanish and it is not an ISDA.
It is a "short" document (i.e., much shorter than a standard ISDA Master Agreement and ISDA Credit Support Annex).
(2) This document is being prepared by experienced professionals.
Are you involved in this effort?
Is ISDA involved?
Perhaps we could schedule a conference call and/or you could provide me with an accurate account of any local activity in connection with the foregoing.
If ISDA is not being used in Argentina for commodity swaps and derivatives, Enron needs to understand the issues and current discussions about derivatives transactions.
I look forward to hearing from you.
Regards.
Sara
| "Argentine Association of Derivatives" |
Let's verify that this is an IOU.
The Master should be sent to the attention of Dave Brown and you should advise Cary of when it was sent to the customer.
He may want a copy.
ps Remind me to give you both copies of Tana's utility analysis.
Also, Marie, let's talk about the utility language and circulate for comment.
| Nicor Gas Company |
Happy New Year!
Just wondering if you had an opportunity to review the CSA and comment.
Drop me a line or call 713/853-5620.
Thanks.
Sara
| ISDA Master Agreement and Credit Support Annex |
I still need to revise the agreement for the bank/broker.
I need the exact name of the lender and an addressee.
Smith Barney was sent to Steve Piasio.
Thanks.
Sara
| ABN AMRO |
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