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Enron Mail |
ISDA language. Thanks for your help.
----- Forwarded by Elizabeth Sager/HOU/ECT on 04/25/2001 12:09 PM ----- =09Carol St Clair =0904/17/2001 11:33 AM =09=09=20 =09=09 To: Elizabeth Sager/HOU/ECT@ECT =09=09 cc:=20 =09=09 Subject: Setoff Language Carol St. Clair EB 3889 713-853-3989 (Phone) 713-646-3393 (Fax) carol.st.clair@enron.com Power contract language (sometimes we also include affiliates on all legs = as=20 well) "After calculation of a Termination Payment in accordance with Section 5.3,= =20 if the Defaulting Party would be owed the Termination Payment, the=20 Non-Defaulting Party shall be entitled, at its option and in its discretion= ,=20 to (i) set off against such Termination Payment any amounts due and owing b= y=20 the Defaulting Party to the Non-Defaulting Party under any other agreements= ,=20 instruments or undertakings between the Defaulting Party and the=20 Non-Defaulting Party (which agreements shall include any natural gas purcha= se=20 and sale agreements between EPMI=01,s Affiliates and Party B.). Notwithsta= nding=20 anything to the contrary in this Agreement, any right of setoff to which an= y=20 Party may otherwise be entitled (whether by operation of law, contract or= =20 otherwise) shall not apply with respect to any amounts owed under any other= =20 agreements between the parties that are based on the International Swaps an= d=20 Derivatives Association Master Agreement, and/or (ii) to the extent the=20 Transactions are not yet liquidated in accordance with Section 5.2, withhol= d=20 payment of the Termination Payment to the Defaulting Party. The remedy=20 provided for in this Section shall be without prejudice and in addition to= =20 any right of setoff, combination of accounts, lien or other right to which= =20 any Party is at any time otherwise entitled (whether by operation of law,= =20 contract or otherwise). (Emphasis added).=20 [Section 5.6] Notwithstanding any provision to the contrary contained in this Agreement,= =20 the Non-Defaulting Party shall not be required to pay to the Defaulting Par= ty=20 any amount under Article 5 until the Non-Defaulting Party receives=20 confirmation satisfactory to it in its reasonable discretion (which may=20 include an opinion of its counsel) that all other obligations of any kind= =20 whatsoever of the Defaulting Party to make any payments to the Non-Defaulti= ng=20 Party under this Agreement or any physical natural gas purchase or sale=20 agreement(s) between Party B and Party A or Party A=01,s Affiliates which a= re=20 due and payable as of the Early Termination Date (including for these=20 purposes amounts payable pursuant to Excluded Transactions) have been fully= =20 and finally performed. [Section 5.4]" (Emphasis added.)
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