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Enron Mail |
dan
my only comment relates to the termination letter. assuming that ECTRIC entered into the swap (as well as the ISDA) through it= s agent Enron Europe Finance & Trading Limited (but please confirm) - then = you will need to amend the letter as follows. the minor changes are as sho= wn justin =20 -----Original Message----- From: =09Rogers, Daniel R. =20 Sent:=0913 November 2001 06:37 To:=09Boyd, Justin; Simons, Paul Cc:=09Shackleton, Sara; Heard, Marie; Bruck, Sarah; john.lamaster@velaw.com= ; mathew.kidwell@velaw.com; ian.andrews@linklaters.com; sabien.vermeulen@li= nklaters.com; Anderson, Peter N.; Wesner-Soong, Sarah; Cole, Kate Subject:=09ECTRI-Greenfield Shipping Interest Rate Swap Justin & Paul, We are seeking your sign-off and assistance in connection with a swap termi= nation transaction that is part of an equity sale transaction that is prese= ntly set to close this Thursday. The good news is that the documentation h= as been substantially negotiated by a number of internal and external lawye= rs (in connection with the equity sale deal) and the swap termination deal = terms have been discussed and blessed by Gary Hickerson's team in Houston. The background and basics of the deal are as follows: In March 1999 Enron Capital & Trade Resources International Corp. ("ECTRI")= entered into a long-term interest rate swap with Greenfield Shipping Compa= ny Limited ("GSCL") in connection with GSCL's project financing of a 135,00= 0 cbm LNG tanker. The swap was documented by way of an ISDA Master Agreeme= nt (Multicurrency--Cross Border) and related Confirmation (Deal No. M148198= ), both dated 18 March 1999 (the "Swap Transaction"), and ECTRI's obligatio= ns under the swap were guaranteed by Enron Corp. Enron, through its wholly= -owned subsidiary Atlantic Commercial Finance Inc. ("ACFI"), owns a 20% int= erest in Greenfield Holding Company Limited ("GHCL"), which in turn owns GS= CL. The LNG tanker was intended to be fully-employed in the transportation= of LNG to Enron's Dabhol, India facilities. Due to an alleged default in GSCL's financing caused by the Dabhol project = situation, GSCL's lenders' threats to accelerate the loan and foreclose upo= n the vessel, and Enron's lack of desire to maintain an equity interest in = the vessel, Enron (ACFI) now desires to sell its interest in GHCL to Mitsui= OSK Lines Ltd. ("MOL") [for US$5 million] and have the Swap Transaction te= rminated and the Enron Corp. Guarantee released. ACFI and MOL entered into= a conditional Sale and Purchase Agreement on 23 October 2001 which provid= es for the described equity sale, swap termination and guarantee release. = An electronic copy of the signed Sale & Purchase Agreement is attached for = your reference. =20 The key terms of the deal that relate to the Swap Transaction are as follow= s: (a) the Swap Transaction is to be terminated (and GSCL's Banks are to pr= ovide their consent thereto) on 15/11/01; (b) the assumed swap termination = cost at 23/10/01 was US$20 million which was used as a basis for the Loan N= ote calculation; © ECTRI is to receive US$4 million out of the sale proce= eds as a down payment against the agreed swap breakage cost, with GSCL exec= uting a Loan Note in favor of ECTRI for 80% of the balance of the agreed sw= ap breakage cost (note that ECTRI has 20% of the upside/downside exposure i= n the event the actual breakage cost varies from US$20 million [US$1 millio= n for every US$5 million in actual break cost movement]), (d) the Loan Note= is to be guaranteed by MOL (Enron Houston Credit Dept. has signed off on M= OL as an acceptable credit risk) and is to be fully repaid on the earlier t= o occur of vessel refinancing or 30 April 2002; and (e) Enron Corp. is to b= e released from its Guarantee obligations in respect of the original Swap T= ransaction. The swap is scheduled to be terminated at 9:30 am New York tim= e on Thursday, Nov. 15. The amount of the total breagage cost, as well as = the Loan Note amount may then be calculated and inserted into documents (1)= and (2) referenced below.=20 John LaMaster and Mathew Kidwell of Vinson & Elkins represented ACFI, Ian A= ndrews and Sabien Vermeulen of Linklaters represented GHCL/GSCL in connecti= on with financing issues and Dan Bradshaw of Johnson, Stokes & Master (Hong= Kong) represented MOL. GSCL's lenders are represented by a team led by Ha= rry Theochari of Norton Rose. Peter Anderson, Jordan Mintz and I worked on= the equity sale and swap break transaction and have cleared the terms of t= he swap break transaction with Gary Hickerson and his team in Houston. Jim= Hughes has also signed off on the terms of the equity sale and has agreed = with Gary Hickerson as to how to internally handle any termination proceeds= shortfall. I attach electronic copies of the following documents, for which we seek yo= ur sign-off in connection with the equity sale transaction that is presentl= y set for closing on this Thursday: 1.=09Swap Termination Letter Agreement between ECTRI and GSCL; 2.=09Loan Note 2002 made by GSCL in favor of ECTRI; 3.=09Deed of Guarantee made by MOL in favor of ECTRI;=20 4.=09Deed of Release made by GSCL in favor of Enron Corp.; and 5.=09Certificate of Assistant Secretary of ECTRI [required by GSCL's lender= s]. Your assistance in signing-off on these documents, as well as helping to ob= tain any necessary signatures of personnel based in London (I'm assuming th= at ECTRI's agent, Enron Europe Finance & Trading Limited, must sign in Lon= don) would be most appreciated. Of course, I'm happy to respond to any que= stions or comments you may have, but I'll be in transit to Tokyo for the cl= osing on Tuesday. Any of the listed lawyers at V&E and Linklaters would al= so be happy to respond in my absence. Sarah Bruck and Peter Anderson are c= oordinating Enron's efforts from Houston and may also be reached in the eve= nt you have any questions or need anything further. Many thanks in advance= for the assistance and apologies for the short notice (until today we were= incorrectly assuming that this could be coordinated from Houston). =20 Kind regards, Dan Rogers Assistant General Counsel Enron Wholesale Services / Global Markets 1400 Smith Street, Suite 3800 Houston, Texas 77002 Tel: 1-713-345-7804 Fax: +1-713-646-6058 e-Mail: Daniel.R.Rogers@enron.com Sale and Purchase Agreement: << File: GREENFIELD-EQUITY-SALE-Share-Sale-&-Purchase-Agt-[Executed-Versio= n](10-23-01).DOC <<=20 Swap Termination Letter Agreement: << File: GREENFIELD-EQUITY-SALE-Swap-Termination-Ltr(11-12-01).DOC <<=20 Loan Note 2002: << File: GREENFIELD-EQUITY-SALE-Greenfield-Loan-Note-(11-12-01).DOC <<=20 Deed of Guarantee:=20 << File: GREENFIELD-EQUITY-SALE-Mitsui-OSK-Deed-of-Guarantee-(11-12-01).DO= C <<=20 Deed of Release: << File: GREENFIELD-EQUITY-SALE-Deed-of-Release-[Swap-Guaranty]-(11-12-01)= .DOC <<=20 Certificate of Assistant Secretary of ECTRI: << File: GREENFIELD-EQUITY-SALE-ECTRI-RESOS-[Terminate-Swap](11-13-01).doc= <<=20 =09=09
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