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Per my conversation with Frank, Utilicorp.
was originally shut down for financial because it was on the original "utility" list, when we shut down all the utilities for financial until we did the due diligence.
Since then, we are opening the utilities up, so long as they are not governmental utilities.
Second, we have since got an ISDA master in place with Utilicorp.
(and moved the Aquila trades under it).
Based on the above, I am opening up Utilcorp.
for all financial products.
| Utilicorp. United Inc. |
The referenced counterparty has already been approved to trade all physical and financial products offered online.
I am not sure if we need to see this counterparty come through again as a Click Paper counterparty or not.
I'll let Tom decide.
For me, I'm OK.
| Click Paper-Southern Company Energy Marketing |
Done at last!
Whew, I'm whooped!
Now it's your turn to have fun!
Unfortunatel, I have a call into David Minns about one issue, and I hope when he responds it doesn't change my approvals...
| Japan & Australia Weather Counterparty Approval |
Leslie, On the attached list they have PPL Electric Utilties Corporation & PPL Energy Plus as amended and new, but you didn't respond to them.
I have no record on PPL Electric Utilities, so can you treat that as a new counterparty even though it says amended.
Thanks.
| EOL Credit Responses 07/24/00 |
Attached is the referenced list.
The Bakersfield California is approved to only do newsprint commodity swaps and options.
Therefore, I have turned them down to trade the current products we have available online.
As our product base expands, we can send them through again as an amended counterparty if we offer newprint commodity swaps and options online.
| Click Paper Approvals for 7/25/00 |
Attached for your approval is the form of Enron Corp. Guaranty in favor of the referenced Counterparty, which guarantees the obligations of ENA under an ISDA Master Agreement.
We will need the standard executed copy.
In addition, we will need the following closing documents: Certificate of Incumbency.
Upon approval and execution, please call me at x33399 to pick up the documents.
Thank you for your assistance in this matter.
| Bellingham Cold Storage Co. |
Mr. Finzi, We have heard back from you regarding the Confidentiality Agreement referenced below.
Can you please let me know when we might expect your comments?
Thank you.
| Instinet Corporation Confidentiality Agreement |
I looked thru the attached 10K for NSTAR and could find no "NSTAR Companies" entity listed there.
Maybe you'll have better luck, or are smarter and will find it (since I failed so miserably on you know what today!
).
| NSTAR |
Attached please find the referenced lists.
Please note: 7/31/00 List - I am not opening up Equitable Gas Company, because it does not say a division of Equitable Resources Inc.
I thought that was our deal.
8/1/00 List- I cannot review NSTAR Companies yet.
There is some question as to whether that is a correct legal entity.
| Counterparty Approval Lists for 7/31/00, 8/1/00 and 8/2/00 |
Credit wants to open up the referenced counterparty immediately.
They are approved to trade all physical products, except physical power, and can trade all financial.
I will follow up with this counterparty profile on today's approvals.
| RUSH APPROVAL - Torch Energy TM, Inc. |
I've got several European counterparties on my 8/3/00 ClickPaper Online List, the UK, Italy, the Netherlands, Sweden and France.
Are there any restrictions on trading financial pulp & paper in Europe?
Everything going well...?
| Pulp & Paper |
We have a new paralegal starting in our group today, Stephanie Panus.
Can you get her full access to the Financial Trading Agreement Database.
Thanks!
| Lotus Notes Access |
Below are the international lawyers who need to be notified of form changes.
Notify them only when forms are completed (not as they might be evolving).
Also, they should be using the swap forms in the attorney bank, so they need to know where they are located.
Justin Boyd, London Edmund Cooper, London Mark Elliott, London Paul Simons, London Peter Keohane, Calgary Martin Rosell, Oslo Matthis Lee, Singapore David Minns, Australia John Viverito, Japan
| international financial trading lawyers |
Attached is the referenced list.
Please note the following: James Hardie N.V. is a Netherlands counterparty.
They can enter into swap transactions only, no options.
As we expand the product list, we will have to note this.
Societe Industrielle de Transports Automobile: I have them shut down for now until I speak to the London office tomorrow about bankruptcy/setoff issues in France.
| Counterparty Approval List for 8/3/00 |
We have received the executed Second Amendment to the ISDA Master Agreement dated as of July 31, 2000.
This amendment changes the Counterparty's exposure Threshold and exempts certain Transactions when calculating "Exposure" under Paragraph 3 of the ISDA Credit Support Annex.
Copies will be distributed.
| HS Resources, Inc. |
I left a message with both Clement Abrams and his paralegal, Carol Essig, about the information you are requesting.
I told them you needed an immediate response.
If you don't hear from them within the next 1/2 hour let me know.
| Your Voicemail |
With respect to he Bakersfield Californian on the list below, I am amending my original approval for this counterparty to approve them to enter into newsprint swaps and options only.
At this time our list does not reflect the individual products you are trading.
I understand from Mark Taylor that he spoke to Jeff Harbert last night about amending your excel spreadsheet to add the individual pulp and paper financial products, since restrictions such as this one will occur from time to time.
| The Bakersfield Californian |
I do believe if I got just one more vote for the Chairman's Award this year, I just might double my tally of last year (one vote).
With such an increase in my voter approval rating I just make have a landslide victory this year!
The White House may become an option...
| It's that time again...! |
Global counterparty is trying to locate online corporate search companies that can check company names in Europe and Canada.
In the U.S. we can access this information via Westmate in Westlaw.
Are either of you aware of any online search company, or can you direct me to someone who may be aware of an online search company, for Canada and Europe?
If there are no online search companies available, is there a reasonably priced corporate search company that can verify this information for us?
I appreciate your help.
| Assistance to Global Counterparty |
We have received the executed First Amendment to ISDA Master Agreement dated as of July 5, 2000.
This amendment changes the Material Adverse Change Clause in the Agreement.
Copies will be distributed.
| J. Aron & Company |
Nella Cappalleto has early retired from the Calgary office.
In your distribution memos for signed documents, copies of Canadian agreements were previously sent to Nella.
Please send them to Peter Keohane's new assistant, Sharon Crawford.
| Nella Gone |
Mike, Checking on the status of getting Stephanie Panus, a new paralegal in our Group, full edit access to the referenced database.
Also, we need to get some additional people full edit access: Matt Dawson, who just started in London Legal, and David Minns, a lawyer in our Australia office.
Can you let me and each of these people know when they have access.
Thanks!
| Financial Trading Agreement Database Access |
With respect to the attached list, a few things: 1.
With respect to Dynegy Power Marketing, my records reflect that they are approved for all products (including financial & power).
Can you let me know if your approvals reflect otherwise?
2.
With respect to Nicor Gas Company and Northern Illinois Gas Company: Northern Illinois Gas Company should be restyled to be "Northern Illinois Gas Company d/b/a Nicor Gas Company".
We have just received the executed ISDA Master with this entity and that is how the counterparty directed us to set the master up.
Nicor Gas Company appears to be their physical gas trading arm, so that entity name should be left alone.
I haven't forgotten the 8/11/00 list, I am waiting to hear back from Australia about a question.
| Counterparty Approval List for 8/14/00 |
Do you want to be on the distribution to see the daily Excel Spreadsheets when they have Japanese counterparties for approval?
For online, what I daily do is send my new counterparty lists to each of the relevant trading legal groups.
Each of the legal trading groups has one day to respond or I will consider their products approved for the counterparties on that day's list.
I have been giving the approvals for Japanese counterparties.
Currently, I am approving them for all products (with the only restriction being on bandwidth, where they can only trade the US segment, which happens to be the only bandwidth products we have opened online so far!).
I understand that when we offer Japanese based products the approval process may get more complex.
Saying all that, do you want to be on the list for the daily approvals, or do you want me to continue to respond for Japan w/o running it by you?
| Online Japanese Counterparties |
The online team called and they would like a rush approval for Duke Energy Merchants LLC.
In particular, this counterparty would like to trade European physical coal.
Please let me know as soon as possible whether you have any problems with this counterparty.
| RUSH EOL Approval |
David, Mark Taylor asked me to talk to you about getting your ISDA Masters inputted into our Financial Trading Database.
This databse is the central master database where we keep records of the financial agreements in either draft form or that have been executed.
London currently updates this database to manage its (and Singapore's) financial contracts and I would like to get the Australian agreements plugged into the system.
This database serves a number of purposes.
First, it is our core memory of contract negotiations.
Anyone in Legal and Credit around the world can take a look at this database and determine who we have entered into contract with and what negotiation issues may be at issue.
It is critical as we become a global trading company that we are consistent in the legal positions we take on these financial contracts.
For instance, it would be quite problematic if someone in Houston was negotiating a contract with an ISDA counterparty and asserted that a certain position was critical, if we find out a lawyer in another office was negotiating with the same counterparty and gave on the same position the day before.
We need to make a somewhat coordinated effort on the counterparty front.
In addition, with so many masters and so many counterparties there is just no way to keep track of what we have said or done unless we have a database.
Further, we use the information in the database to respond to inside auditing, reporting and insurance inquiries.
For online trading, I check the database to see if we have a financial master agreement and what trading restrictions we may or may not have in place.
Global contracts uses this database to confirm their financial contract records and approval for online trading.
For both Houston and London we use the database to communicate with our Clients, whether traders or back office support people.
Employees outside legal have limited view access only to see all the information except the confidential Legal and Credit comments.
They have no edit capabilities.
The database also has some reporting functions that we and London Legal have found helpful.
You should have gotten my email to Mike Neves, out database coordinator requesting full edit access for you.
It usually takes a few days.
Once you get access maybe you could find some time to surf the database, and we can figure out how to get your ISDA data inputted.. Are you coming to the ENA Legal Conference in October?
That would be a good time for me to do a full review of this database with you.
| Financial Trading Legal Database |
Mark Taylor just heard that Edmund is very sick and has been out for quite awhile.
What's the scoop?
Is he in the hospital, will he continue to be out, is there someplace we can send flowers?
Can you let me know what's going on.
Thanks!
| What's Up? |
Per my conversation with Frank, this counterparty wants to trade weather online.
However, they have the old style ERMS Master in place which only covers energy commodities.
I spoke to Scott Tackett on the Confirm Desk, and he is going to add language to the confirm that puts the trades under the master agreement.
I also spoke to Tanya Rohauer in Credit and she is going to move this counterparty up on the list for an ISDA replacement master.
So, they are OK to open for weather.
| Dynegy Marketing and Trade |
We have received the First Amendment to ISDA Master Agreement dated as of July 1, 2000 ("Amendment").
This Amendment (1) amends Counterparty's Threshold under the Credit Suport Annex, (2) exempts certain Transactions when determining "Exposure" under the ISDA Master Agreement, and (3) changes the Fixed Price with respect to the "Exempt Transactions" reflected in the Amendment.
Copies will be distributed.
| Forcenergy Inc. |
There appears to be confusion over who and what products we should be trading with these entities.
We have an ISDA Master Agreement in place with Northern Illinois Gas Company d/b/a Nicor Gas Company.
This is a new master.
If the counterparty is not set up this way it need to be.
Physical gas has a master in place with Northern Illinois Gas Company.
There is no master agreement in place with Nicor Gas Company and the only trading being done with this entity is online gas trading.
The issue that needs to be resolved is whether we want to trade gas under both Northern Illinois Gas Company and Nicor Gas Company.
Frank Davis will resolve this issue with Tom Moran in Credit and Stacy Dickson with physical gas Legal, and they will let us know who we should be trading with.
When we hear back from them we can finally resolve what counterparty names we want to set up and get back to the counterparty if we have not received the correct Password Application to match out intended trading partners.
Sorry for all the confusion this is causing.
I am confused too.
| Northern Illinois Gas Company/Nicor Gas Company |
Per the memo below, we are looking for European and Canadian corporate search companies, and it occurred to me that you may already have someone you use.
Do you have any recommendations?
Thanks for your help!
| Assistance to Global Counterparty |
In addition to granting full edit access to David Minns in our Australia office, he has also required that Alison Keogh and Rob McGrory in his office be granted access.
Can you let them know when they have full edit capability.
Thanks
| financial trading database access |
Per our conversation, I am attaching a proposed form of Unanimous Consent of the Board of Directors of Brant-Allen Industries, Inc. ("Company") that would expand the Consent of Directors given to us when we executed the ISDA Master Agreement in 1998 to do more than just the single trade referenced in that resolution.
If the enclosed meets with your approval, please have it executed by the directors of the Company and return a copy to me for our files.
If you have any questions, please do not hesitate to call me at (713) 853-3399.
In addition, can you confirm one thing for me.
There is a note in our file that says documents for the Company require two signatures.
I looked at the Articles of Incorporation and Bylaws you provided us and find no such signatory requirement.
Is this note an error?
| Revised Unanimous Consent of Directors |
I'm helping Alan Aronowitz out with a presentation he has to give on the global energy markets and I was thinking that Paul recently did a presentation and maybe there might be some good slides on the European markets that I can pull in.
Can you locate, or find someone to locate, Paul's presentation, and email it to me.
I hope you get out of work at a decent hour today.
I bet you could use a beer with all the late nights you've been putting in.
How's the house going?
Thanks for your help!
| Presentation |
I am getting ready to fax you the Cancellation Agreement which has been executed by an officer of ECT.
I have two originally executed copies which I would like to overnight to you for execution and I need your address.
Can you please email it back to me.
Much thanks!
| Cancellation Agreement |
Leslie, Theresa Mandola with EOL called and the referenced counterparty called her and is already trading gas with us and would like to start trading power online.
I looked in my database and we have them shut down for power.
Is this a counterparty we could open up for power or not?
| First Energy Trading Services Inc. |
At the request of Sara Shackleton, I am attaching a clean and blacklined draft of the Schedule and Credit Support Annex to the referenced ISDA Master Agreement.
Can you please provide or confirm the following information: (1) since the Counterparty is Australian, I have added the Counterparty's ACN Number to the document.
Can you please provide that number to us.
(2) Can you take a look at the definition of "Obligors" in the Credit Support Annex and let us know if it references the correct Obligors under the Loan Agreement.
Since I will not be in the office this afternoon, can you please call Sara at (713) 853-5620 or Stephanie Panus at (713) 345-3249 with your comments.
Thanks for your attention herewith.
| James Hardie ISDA Master |
You both may already by aware of this, but the online team has contacted me and it is their desire to have the Japanese & Australian products also offered out of the U.S. by Enron North America.
They would continue to be offered by their current companies, "Enron Australia" and "EnronJapan", but they want the products sold "24 hours a day" and I guess to do this they would be offered also by Enron North America.
Do you see any legal issues from your side with a your Japanese or Australia products being offered by Enron North America too?
| Japanese & Australian Products |
Per Lisa Mellencamp, can you add my name to the list of counterparties who are either bankrupt or in workout.
I understand that you will have a list by the end of the day.
Thanks.
| Add my name to list |
Attached for your approval is the form of Enron Corp. Guaranty in favor of the referenced Counterparty, which guarantees the obligations of ENA under a financial confirmation.
We will need the standard executed copy.
The confirmation requires that we deliver the Guaranty within 5 days.
Upon approval and execution, please call me at x33399 to pick up the documents.
Thank you for your assistance in this matter.
| Grupo Calidra, S.A. de C.V. |
Attached for your approval is the form of Enron Corp. Guaranty in favor of the referenced Counterparty, which guarantees the obligations of ENA under a financial confirmation.
We will need the standard executed copy.
The confirmation requires that we deliver the Guaranty within 5 days.
Upon approval and execution, please call me at x33399 to pick up the documents.
Thank you for your assistance in this matter.
| Gas Natural Mexico S.A. de C.V. |
It's time for our regular Friday evening email chat!
Hope your doing well.
What's the scoop on your surgery?
I've got a few new products showing up on my list, originating from your neck of the woods.
Specifically, we've got MG metals out of Rotterday and Japan.
Are there any legal issues for my Houston based customer list, or are they OK for everybody?
| New EOL Products |
Melissa, We've got a counterparty with a draft of a master where the counterparty has the rounding conventing for kilowatts at 6 decimal points.
Is that our standard convention?
Thanks for your help!
P.S.
I have passed your request for a copy of that assignment to my assistant Taffy Milligan.
She can get you copies of any documents in the future.
| Rounding Convention |
We've got a draft master with the following rounding conventions: Short tons: zero decimals Temperatures: zero decimals US Dollar Amounts: to the nearest cent Do you know whether those are our standard rounding conventions?
P.S.
Do you get a invite to our favorite email person's political swankienda?
| Oh knower of all things... |
Raquel Guzman, the lawyer for the referenced counterparty called again, and she is going on vacation next week and wants to get that ETA finalized so they can start trading when she's out.
She seems to feel the way the ETA is written that they are responsible for all unauthorized use of the password, including hackers into the system, and wants the language limited to use caused by their fault or negligence.
Can you call her at 215/684-6630.
Thanks.
| Philadelphia Gas Works |
With respect to the referenced List: 1.
Ameren Services Company-OK to shut down powe & SO2, as per Credit's direction 2.
Oglethorpe Power Corporation-they are specifically being opened to trade power, however, our records do not show them as having a FERC license.
If they really want to trade power we are going to need a name and phone # to contact them & get evidence of their FERC license.
3.
Ameren Energy, Inc.-we cannot currently open them up until we investigate more this agency thing.
It doesn't mean we're shutting them down forever, we just need more info.
| Counterparty Approval List for 8/29/00 |
Bill Bradford called this morning and wants to put Duetsche Bank on the front burner.
He has been speaking to them and wants to set up a conference call later this week to resolve the remaining issues.
It appears that Carol was working on this master.
Bill wants to know what lawyer will be picking this up, hopefully sometime this morning, so he can set up the conference call.
If you let me know who can work on it I'll track down the file for you...
| Deutsche Bank |
Attached for your approval is the form of Enron Corp. Guaranty in favor of the referenced Counterparty, which guarantees the obligations of ENA under an ISDA Master Agreement.
We will need the standard executed copy.
In addition, we will need the following closing documents: Certificate of Incumbency.
Upon approval and execution, please call me at x33399 to pick up the documents.
Thank you for your assistance in this matter.
| Duke Energy Marketing Limited Partnership/Enron Canada Corp. |
Shari, I've got them shut down for power.
They were one of the counterparty's on the initial approval lists.
The online team tells me we are trading power with them off line, so what's the scoop?
Can they trade power?
| Wisconsin Power & Light |
Attached for your approval is the form of Enron Corp. Guaranty in favor of the referenced Counterparty, which guarantees the obligations of ENA under a financial confirmation.
We will need the standard executed copy.
Upon approval and execution, please call me at x33399 to pick up the documents.
Thank you for your assistance in this matter.
| Comercializadora Metrogas, S.A. de C.V. |
Have you heard anything back from Gas Natural with respect to getting their signed guarantees on the Comercializadora Metrogas and Gas Natural Mexico trades?
I've been holding my Enron Guarantees as leverage in getting theirs.
We are at the period in the confirms where we need to exchange guarantees...
| Gas Natural SDG Guarantees |
When you get back in we need to talk about this cpy.
My records had them shut down for power, they called about contract issue and wanting to trade in all products areas, and speaking to Shari and checking your notes, you had them as open.
Since they haven't traded power yet, I had Frank shut them down until I confirm with you they're OK and under what contracts.
Talk to you when you get back...
| DTE Energy Trading |
I just got another call from Sandy Steffen, and she would like, if possible, to resolve any contract issues with have with each of the product groups, so they can be set up to trade by tomorrow.
She also expressed an interest espectially today in NATURAL GAS.
After talking to her can you let me know under what contract and/or limitations they can trade.
Thanks It appears she has only heard back from the online team
| DTE Energy Trading NEEDS ATTENTION |
Per my conversations with Mark Taylor, we should continue to put any weather trades done online under any relevant master agreement with the counterparty.
Further, there is no prohibition against doing a trade online with a counterparty when we do not have a master in place.
Any non-master trades would go under the respective GTC.
It appears to be only a coincidence that we are trading online only with counterparties we have masters in place with.
| Online Weather Trading |
Can you please send a copy of the executed master and any amendments thereto to David Dupre on the Confirm Desk.
Thanks!
(watch out, there are 2 David Dupres!)
| Duke Energy Trading and Marketing, L.L.C. |
Andrea Hauser w/EnronOnline called and said that Marathon has a problem with the terms of the online GTC's (default language) for LPG, petrochems, and refined products and would like to talk to one of our lawyers.
Marathon's lawyer is Rhonda Stinemyer and her # is 713/296-2408.
Can you let Andrea know who will be handling this.
Thanks.
| EOL-Marathon Ashland Petrolleum |
Just a reminder that if you change any of the resolutions contained in our Swap Resolutions Notebook, you need to update the Index, and substitute the revised resolutions into each of the Swap Group's persons Notebooks.
These would include for any of the trading companies, the resolutions that approve what we trade (which also includes who can sign the appropriate documents), as well as the brokerage approval resolutions.
It does not include the Confirmation signatories.
| Swap Resolution Notebooks |
I could not believe my ears when I heard from Ms. Heard that you are working covertly behind the scenes to ensure a Broadband win to the signed master competition.
I would think that Credit would have no biased interest in the outcome of this race.
Could such slanderous allegations be true?
| Undue Influence |
Per our conversation yesterday, we would like to open the "Other Agreements" information in the Financial Trading Agreement Database to members of the Interest Rate and Currency Desk.
If possible, we would also like them to see the comments screen.
The people who will need access are Laurel Adams, George Garcia, Sheila Glover, Kelly Templeton, Teresa Brogan.
As usual, we would like to get them access ASAP.
Can you keep me posted on their access.
Thanks!
| "Other Agreements" in Lotus Notes |
I'm working with Mike Corbally's office to get the missing information on Reporting Service, Reporting Agency and Datasource for the European based weather confirmations.
As soon as I have that information available, I will plug it into the confirms and email the confirms to you.
Mark Taylor said someone there in London Legal was working on a list of approved jurisdictions for derivatives.
Is it ready yet?
Can I get a copy of it?
I need it to continue my work on the approved counterparty list.
Thanks!
| Online Trading-Weather |
Joe, I got a call from the Coral people that a corrected confirm had already been sent to them PRIOR to us getting them to sign the consent to assignment of the trade.
I'm sure whoever prepared it on the confirm desk didn't know I was working on this, but I told the Coral people I still needed the assignment back signed to keep our paperwork straight.
Even tho I hate to have to do the additional work, with these EOL trades, there is no "oops" trade.
Once we enter into the trade with 1 entity of a counterparty, we cannot just "move" the trade.
We need the consent of the assignor and assignee so there is not question later on down the line that the trade was not legally moved.
If eveyone on your team is not aware of this, can you mention it at your next group meeting...thanks!
| Coral deal done in error on EOL |
On the 9/11/00 list, Credit wants to open Ontario Power to trade financial power, but I cannot until we speak to Canadian outside counsel.
They are part of the split up of Ontario Hydro, which was the Province of Ontario, and obviously, a governmental, before the split up.
They are still a wholly owned sub of a governmental and we cannot open them up until we talk to outside counsel about the governmental issues.
I have a call into Canadian counsel right now.
Also, on the 9/8/00 list, Sempra Energy Solution called me to find out when they could trade, so if you could open them up pronto...
| Counterparty Approval Lists for 9/8/00, 9/11/00 and 9/12/00 |
Attached is the proposed draft of the ISDA.
I think two substantive issues we are going out with are adding arbitration and not deleting "Affiliates" from the setoff section (which we agreed to in the original).
With all the bankruptcies going on right now Carol feels that we should at least make a stab at keeping Affiliates in.
Let me know if the draft is OK to send out.
| TXU Energy Trading Company |
Per the request of Stephanie Sever, I am attaching a list responding to her request to confirm the attached counterparties ability to trade financial power products online.
Stephanie, the ones I said "OK to open" you will need to go in and open for financial power (from Legal only).
Call me if you have any questions about specific counterparties.
| EOL Financial Power Trading Approvals |
At the request of Sara Shackleton, I am enclosing a redlined draft of the guaranty.
Please let me (713/853-3399) or Sara (713/853-5620) know if this change meets with your approval.
Further, I am in the process of drafting the Enron Corp. Guaranty with respect to ECT Investments, Inc. and hope to have it to you shortly.
| Enron Corp. Guaranty |
Mike, Jason Peters, who was a lawyer seconded with us from Andrews & Kurth, has now gone back to A&K, but is still doing some work for us.
Is there some way for us to get him access to the Financial Trading Agreement database?
He is a lawyer, and is bound by client confidentiality with respect to all the information in the database, so I don't think we need to worry about granting him security access.
Can we get him access?
| Lotus Notes access |
Online would like to open this counterparty immediately for trading.
Can you let me know ASAP whether you have any legal issues with them.
Thanks.
| RUSH EOL APPROVAL - Public Service Electric & Gas Co. |
Peter, We revised the incumbency certificates for our U.S. master swap agreements to include the authority of the officer as well as the officer's incumbency.
I made the same changes to the Canadian form, but don't want to make any final changes to the Canadian form without your approval.
When you get a minute can you take a look at it and see if the change meets with your approval.
Nella, I am enclosing the current form of certificate as well as the revised one (which is #1 documents below).
Can you print them out for Peter.
Thanks!
| Canadian Certificates |
Can you provide Stephanie Sever with the Online team view access to the referenced database.
Can you let us know when the access has been granted.
Thanks!
| Legal Online Trading Database |
This list is all amended counterparties, most of them being opened up for financial power.
My records reflect that all of them were already open for financial products, except the three I have marked.
If you run across any others that you show as not being open for financial, let me know, because all of the counterparties on this list are ok for financial.
| Counterparty Approval List for 9/15/00 |
I have a database where I maintain my online approval, and my the basis for my approvals/declines.
If you want to review counterparties we have previously approved/disapproved and why, or want to go in and to see what I approved on a specific counterparty, this would be the place to go.
Would you like me to get you access?
| Legal Online Trading Database |
We have received a proposed assignment from PPL Corporation to PPL Energy Plus, LLC wherein they would like to assign their financial transactions (two), any guaranty relating thereto (do we have one covering financial?
), and any master agreement (we have no financial agreement with them).
Is this OK with Credit?
I am having a copy of the assignment walked down to you.
If someone else is going to approve this, let me know.
| PPL Corporation |
Per my conversation this morning with the lawyer at NYPA, they would like to transact business on a going forward basis under the attached form of what we consider an "ISDA Confirmation" (it seemed to me their lawyer thought this document was a sufficient ISDA Master).
Sara has a call into him to get his thoughts about this document Per my conversations w/Sara, we would like to get our standard governmental form of ISDA Master in place.
We wonder what your thoughts are on his document.
Further, he seemed quite firm that they would not be issuing a legal opinion, but would give us a certified copy of the resolution I am about to fax to you.
We look forward to getting your comments.
- CFD1.DOC
| NYPA |
I was a little dismayed after our lunch when you disclosed the number of broadband masters potentially close to signature.
However, I was a little cheered up when I got back and checked with the Swap Group and found out we have 13 masters out for signatures right now.
It still may be hard to beat you at your going rate...but, all I have to say is we're still in the game...GO TEAM!!
!
| Don't Count Your Chickens Before They Hatch |
On the list for 9/19/00: 1.
On the counterparty styled "United States Department of Interior" only, Leslie is not permitting them to trade power, however, she will give them read access.
2.
Public Service Electric & Gas Co. - My notes show I already opened them for financial power On the list for 9/21/00: I am OK for shutting Aquila Energy Marketing Corporation down for financial, since they are now trading financial out of Utilicorp.
However, I didn't want to put "X's" in all those darn boxes, so I hope by my note only it will do the job.
I am also preparing an assignment of the online trades that I will send to the Confirm Desk when it is executed.
| Counterparty Approval Lists for 9/19/00, 9/20/00 and 9/21/00 |
The execution documents were sent over to Duke Energy yesterday.
I spoke to them this morning and they we going to forward the documents internally for signature.
I, or Marie upon her return from vacation, will keep you posted on the progress of execution.
| Duke Energy International |
Just a note to let you know that per my conversation with Tanya, after review by Brent, today I will be sending out am amendment to BMO allowing for the provision of Cash as Eligible Collateral under the ISDA.
When we get this in signed I will send my usual email out to the world explaining this amendment, but you may want to think about what procedures you will need to put in place to make sure this happens EVERY time we take collateral in (not to mention, we will also have to pay Canadian counsel to file releases as well , and this will cost us money too!
We don't want to have to do this too often.)
Anything you want to tell me before I send this out today?
!
| Bank of Montreal |
Chris, Per our conversation, I am attaching a sample form of ISDA for both a Canadian corporate and a Canadian governmental.
With the governmental, the proposed form of legal opinion attached to the ISDA Schedule would have to be modified depending on your particular situtation (see footnotes in opinion).
As I also mentioned, we are making some revisions to the guaranty we are getting from Hydro-Quebec in response to comments from counsel, and we may want to make some of the same changes to guarantees we receive from any governmental guarantor.
If you end up having a governmental guarantor, let me know and I'll send you down the revisions.
By copy of this email to Joe Hunter on the Confirmation Desk, I am asking him to email you copies of the form of Omnibus Confirmation and Annex A thereto for an ECC/Canadian Counterparty Deal.
I have to say that if you end up transacting with a governmental entity, our form of confirmation will not include the reps and warranties required to transact with such counterparties, since we never trade financial with governmentals prior to execution of a master.
If you go down that road we may have to come up with some kind of form, but the best route is to get the ISDA in place first.
| Canadian Sample forms of ISDA Agreements & Confirmations |
It appears that we have now opened up our first Japan based financial product on EnronOnline, and I need to get some direction from you as to what restrictions, if any, we have on (1) counterparties located/incorporated in Japan trading Japan based financial products, and (2) counterparties not located in Japan trading Japan based financial products.
Previously, the only Japanese financial product we had was weather, but it wasn't being sold by a Japan based Enron company, so my understanding was that I didn't have any particular restrictions under Japanese law for counterparties located in or outside Japan in trading this product.
Now that the product is being sold by a Japan based company I am wondering was restrictions I might have to keep in mind when doing my daily online approvals.
The only are Japan based direction I am getting is from the Broadband legal team (Robbi Rossi) which have told me Japanese counterparties can only trade US bandwidth segments.
P.S.
we do have a Japanese counterparty on the 9/26/00 list.
| Financial Products in Japan |
FYI, I have a database where I keep track of my online approvals/declines and reasons why (if there are any!).
I don't know to what extent Frank ever looked at it, but you might find it helpful.
It is called "ENA Legal Online Trading Agreements" database.
If you're interested, I'll ask Mike Neves to get you access.
| Legal EOL Database |
As a reminder, We need to talk about some documentation Marcus Nettleton passed on to me for handling.
It's about the disclosure of the MG acquisition, some subordination loans & guarantees w/the NYMEX.
I asked Al Pennisi if it could wait until you got back and he said yes.
| NYMEX - ENA-MG |
We have received the executed Letter Agreement dated 9/12/00 which amends the ETA to provide that Ameren Energy, Inc. can act as authorized agent for and on behalf of the following entities ("Operating Companies") under such ETA: 1.
Union Electric Company (d/b/a Ameren UE) 2.
Ameren Energy Generating Company 3.
Ameren Energy Marketing Company The amendment to the ETA makes additional changes with respect to the agency relationship between Ameren Energy, Inc. and the Operating Companies.
In connection with such amendment to the ETA we have also received: 1.
The originally executed Password Application 2.
Consent and Acknowledgement executed by the Operating Companies with respect to such agency relationship Copies will be distributed.
| ETA Amendment - Ameren Energy |
At the request of Sara Shackleton, I am enclosing drafts of the following documents: 1.
Clean and blacklined copies of the ISDA Schedule showing revisions from the 9/22/00 draft.
Please note that RBC needs to complete the notice information.
2.
Copies of the Interest Rate and Commodity Confirmations.
Please note that certain dates, rates and pricing need to be determined early tomorrow.
Please call me or Sara with any questions or comments with respect to the enclosed.
| RBC Prepay Documents |
At the request of Sara Shackleton, I am enclosing drafts of the following documents: 1.
A draft of the ISDA Schedule .
2.
Copies of the Interest Rate and Commodity Confirmations.
Please note that certain dates, rates and pricing need to be determined early tomorrow.
Please call me or Sara with any questions or comments with respect to the enclosed.
| Toronto-Dominion Prepay Documents |
Per, What's the deal he's talking about?
I also do not think we could put ENA and Enron Metals Ltd. trades under the same master.
When you have a mingute give me a ring.
Tana
| Swap Document |
I sent down the list for 9/27/00 on Friday.
On the 9/26/00 list, for Edison Mission Marketing & Trade, I am showing them as "amended-no change" becuase I already had them open for emissions.
Same on FPL Energy Power Marketing, I am showing them as "amended-no change" because I already had them opened for physical gas.
| Counterparty Approval Lists for 9/26/00 9/28/00 and 9/29/00 |
As you all are probably aware, we trade physical and financial products with Northern Illinois Gas Company under each of the following names: 1 Northern Illinois Gas Company (the legal incorporated entity) 2.
Nicor Gas Company (an assumed name for Northern Illinois Gas Company as reflected in the Assumed Name Certificate dated 12/15/99 filed with the Secretary of State of Illinois.
The name needs to match the Assumed Name Certificate, no "Co.") 3.
Northern Illinois Gas Company d/b/a Nicor Gas Company The EnronOnline counterparty has been set up as "Nicor Gas Company".
Pursuant to Bob Bruce's conversation with our Illinois outside counsel, we are comfortable transacting business in the State of Illinois under the assumed name "Nicor Gas Company".
In connection therewith, it is OK to set up the online entity as "Nicor Gas Company", and attach the relevant physical or financial products to the relevant master under each of the above counterparty names.
Further, it will be OK if the confirmations go out as "Nicor Gas Company" even though the masters may be under one of the above names.
PLEASE NOTE, HOWEVER, this should be considered an exception to the rule.
We do not want counterparties to be set up under assumed names, d/b/a's or divisions for EnronOnline.
As previously agreed with the Online team, every attempt should be made to incorporate the legal name as part of the counterparty name (such as "Northern Illinois Gas Company d/b/a Nicor Gas Company" or "Koch Industries, Inc. acting through its Koch Hydrocarbon Company Division").
Any exceptions to this should be run by Legal for approval.
| EnronOnline-Nicor Gas Company |
At the request of Sara Shackleton, Senior Counsel, I am attaching a copy of our proposed form of Schedule to the ISDA Master Agreement and proposed form of counterparty legal opinion.
If you have any questions, please call Sara at (713) 853-5620 or me at (713) 853-3399.
We look forward to getting your comments.
| NYPA ISDA Master |
There seems to be some question whether Utilicorp.
can trade financial.
I opened them to trade all financial (including power) on 7/26/00.
I think the customer is calling Kathy for access.
There should be no change in their physical power profile.
| Utilicorp United Inc. |
On the 10/05/00 List: Tembec, Inc.'s bylaws require that agreements signed by the company must be signed by any two of the following officers: the President or a Vice President together with any Director, Secretary or Assistant Secretary.
If you are going to trade with them online you must ensure that the Password Application gets signed by those officers, or if not by those officers, they must provide a resolution if any officer except those above signs the documentation.
Because of this signatory restriction EnronOnline was hesitant to open them for financial trading.
It's up to your group, but you must comply with these special signatory requirements.
If you would like Legal to pass on the documentation if you are unsure, forward it up to me.
| ClickPaper Approvals for 10/05/00 and 10/06/00 |
John Arnold wants this counterparty opened ASAP for financial.
We didn't have any financial statements from them when they originally came thru, so we couldn't determine their ESP status, but we're OK now, so if you could open them for financial ASAP.
Thanks.
| RUSH APPR0VAL-Salomon Smith Barney AAA Energy Fund |
Dear Greg, As we discussed, I am attaching our proposed form of ISDA Schedule and Credit Support Annex for your review.
If you have any comments or questions, please do not hesitate to call me at 713/853-3399.
We look forward to hearing from you.
cc: Tom May Ed Sacks, Credit Bob Bruce, Senior Counsel
| Draft ISDA-Ontario Power Generation, Inc. |
Just a reminder that we have the Customer Access Agreement that Craig Breslau sent up for our review.
We need to (1) determine what procedures, if any, we need to put in place with respect to user ID's to other online trading websites, and (2) respond to Craig about this agreement.
When you both get back in town can we set a time to discuss this.
Thanks...
| Koch Customer Access Agreement |
Mark Taylor is going the be the host of the next ECT Legal Conference to be held in the Woodlands in October and he asked me to contact you to see if you know yet which of the Brits are going to be attending because we need to start making reservations.
If you get a minute and can drop me a line I'd appreciate it.
Thanks!
| October ECT Legal Conference |
For the online trading project, I am trying to track down for the U.K., the Datasource, Reporting Service, and Reporting Agency for the GTC.
I understand that you might either have that information or be able to direct me to someone who does.
I appreciate whatever help you can give me!
| UK Weather Transactions |
Can y'all help me get the document below signed by an officer of ECC and return the originally signed document to me.
I will send them all out together back to the counterparty.
FYI-Andy Zipper is second in command to Louise Kitchen for EnronOnline.
Thanks for your help!
| IntercontinentalExchange, LLC |
In order to improve communication between the Legal Department and our Online team, Mark Haedicke has asked us to prepare a list of legal contacts which we will be providing to the Online team.
Before we send this out, I have been asked to send the list to each of you for your input.
Please let me or Leslie Hansen know of any additional contacts or changes that you feel we need to make to the list.
| Online Legal Contacts |
Per our conversation, I am attaching a sample form of online weather GTC.
As we discussed, I am trying to complete the information for "Datasource" and under "Floating Amount" for Reporting Service and Reporting Agency for the U.K.
Thanks for your help!
| Form of Online Weather GTC |
Attached for your approval is the form of Enron Corp. Guaranty in favor of Engage Energy US, L.P., now known as Coastal Merchant Energy, L.P., which guarantees the obligations of ENA under an ISDA Master Agreement.
We will need the standard executed copy.
This guaranty will supersede and replace, in part, the prior guaranty with respect to ENA and Counterparty.
The guaranty will be fully replaced when counterparty receives the new Enron Corp. Guaranty with respect to the obligations of Enron Canada and Engage Canada (still covered under the existing guaranty, and such replacement is still under negotiation).
Upon approval and execution, please call me at x33399 to pick up the documents.
Thank you for your assistance in this matter.
| Engage Energy US |
Davis Minns, Robert McGrory, and Alison Keogh in the Australia Legal Office, and Jane McBride and Yo Yamanishi in the Japan Legal office need full edit access to the Financial Trading Agreement Database in Lotus Notes.
Can you let me know when this has happened.
Can you also get the view capability to the Legal Online Trading Database.
Thanks
| ISDA Master Agreement Data Base |
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