Message-ID: <3157411.1075854926781.JavaMail.evans@thyme> Date: Fri, 19 Oct 2001 06:25:01 -0700 (PDT) From: sara.shackleton@enron.com To: msternberg@aeglobalmarkets.com, msternberg@aeglobalmarkets.com Subject: RE: ENRON/ALLEGHENY ISDA Cc: marie.heard@enron.com, tracy.ngo@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: marie.heard@enron.com, tracy.ngo@enron.com X-From: Shackleton, Sara X-To: '"Sternberg, Michelle" @ENRON' @ENRON> X-cc: Heard, Marie , Ngo, Tracy X-bcc: X-Folder: \MHEARD (Non-Privileged)\Heard, Marie\Inbox X-Origin: Heard-M X-FileName: MHEARD (Non-Privileged).pst Thanks. I'll wait to hear from you. Sara -----Original Message----- From: "Sternberg, Michelle" @ENRON Sent: Thursday, October 18, 2001 10:23 PM To: Shackleton, Sara Cc: Ngo, Tracy; Wilson, Anthony; Yaish, Yair Subject: RE: ENRON/ALLEGHENY ISDA Sara - At the point the language was agreed to in the below agreement we may not have been aware of the regulatory contraints under PUHCA that does not allow for the inclusion of Affiliates under Set-Off (we may actually have to amend that agreement to carve it out). With respect to the our ISDA, I will make sure to forward to Anthony the provision in question and ask him when he has some availability to get on a call in the beginning of next week to discuss. Regards, Michelle -----Original Message----- From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com] Sent: Thursday, October 18, 2001 2:27 PM To: MSternberg@aeglobalmarkets.com Cc: Tracy.Ngo@enron.com Subject: RE: ENRON/ALLEGHENY ISDA Michelle: Per my voice mail, please: (1) review the Master Energy Purchase and Sale Agreement dated March 1, 2000 (Section 4.4(d)) between Allegheny Energy Supply Company LLC and Enron Power Marketing, Inc., as amended, for your previously negotiated setoff language, and (2) please forward a copy of the proposed setoff language to Anthony Wilson so that he can explain what portion of the provision violates Section 6 of PUHCA. I will be available for a call at his (and your) convenience. Thanks. Sara Sara Shackleton Enron Wholesale Services 1400 Smith Street, EB3801a Houston, TX 77002 Ph: (713) 853-5620 Fax: (713) 646-3490 -----Original Message----- From: "Sternberg, Michelle" @ENRON Sent: Wednesday, October 17, 2001 9:33 AM To: Shackleton, Sara Cc: Yaish, Yair Subject: FW: ENRON/ALLEGHENY ISDA Sara - I spoke with Yair about your suggestion to have a "unilateral" approach to include Affiliates for yourselves but not for us since we are restricted by PUHCA (as explained by Anthony Wilson, our in house regulatory attorney) and he is inclined to not agree to your request (our approach is either if applied to both of us or neither of us). Let me know if you need to discuss this further - in which case we will get on a call (Yair, you and myself) to discuss. Regards, Michelle -----Original Message----- From: Sternberg, Michelle Sent: Tuesday, October 16, 2001 3:18 PM To: 'Sara.Shackleton@enron.com' Cc: Yaish, Yair Subject: RE: ENRON/ALLEGHENY ISDA Sara - I have spoken with our in-house regulatory specialist and she has informed me that we cannot agree to include our regulated or non-regulated Affiliates in Set Off under the Public Utility Holding Company Act without getting approval from the SEC. Please advise if we can proceed on the ISDA with carving out Affiliates in Set Off, as per our original request. Regards, Michelle Allegheny Energy Global Markets Office of General Counsel 909 Third Avenue, 32nd Floor New York, New York 10022 (T) 212-224-8718 (F) 212-224-8446/8711 -----Original Message----- From: Sternberg, Michelle Sent: Friday, October 12, 2001 3:35 PM To: 'Sara.Shackleton@enron.com' Cc: Yaish, Yair Subject: RE: ENRON/ALLEGHENY ISDA Sara - I am checking internally if we can agree to the below. I will get back to you in the beginning of next week. Regards, Michelle Allegheny Energy Global Markets Office of General Counsel 909 Third Avenue, 32nd Floor New York, New York 10022 (T) 212-224-8718 (F) 212-224-8446/8711 -----Original Message----- From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com] Sent: Tuesday, October 09, 2001 7:38 PM To: MSternberg@aeglobalmarkets.com Cc: Marie.Heard@enron.com Subject: RE: ENRON/ALLEGHENY ISDA Michelle: With respect to your setoff request, we cannot agree to eliminate setoff for your non-regulated affiliates. Perhaps you could provide us with the regulated affiliate(s) for a carve out. I look forward to hearing from you. Regards. Sara Shackleton Enron Wholesale Services 1400 Smith Street, EB3801a Houston, TX 77002 Ph: (713) 853-5620 Fax: (713) 646-3490 -----Original Message----- From: "Sternberg, Michelle" @ENRON [mailto:IMCEANOTES-+22Sternberg+2C+20Michelle+22+20+3CMSternberg+40aeglobalm arkets+2Ecom+3E+40ENRON@ENRON.com] Sent: Wednesday, September 26, 2001 11:14 AM To: Shackleton, Sara Cc: Heard, Marie Subject: ENRON/ALLEGHENY ISDA Sara - As per Marie's instructions, please find attached a blackline incorporating the changes that will be required to be made in the final form of ISDA (modifications to the Notice and Set-Off provisions). The attached is the last version that I have but if the changes are acceptable, I would suggest that you take the changes and incorporate it into your form of agreement since it is the final version. <> Once reviewed, please let me know if the changes are acceptable - at which point you can forward to me a revised Schedule (without the signature page) via e-mail and I can have the agreement countersigned and replace the Schedule with your revised Schedule. Thank you for your patience. Regards, Michelle - ENRON ISDA.REVISED 9.26.01.doc << File: ENRON ISDA.REVISED 9.26.01.doc >> ********************************************************************** This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender or reply to Enron Corp. at enron.messaging.administration@enron.com and delete all copies of the message. This e-mail (and any attachments hereto) are not intended to be an offer (or an acceptance) and do not create or evidence a binding and enforceable contract between Enron Corp. (or any of its affiliates) and the intended recipient or any other party, and may not be relied on by anyone as the basis of a contract by estoppel or otherwise. Thank you. **********************************************************************