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Enron Mail |
Ed: Let me know what you think about the setoff (it excludes three
Termination Events: Illegality, Tax Event and Tax Event Upon Merger) and I'll reinsert our part (b) setoff paragraph addressing the NDP's satifaction that other payments by the DP have been made. Sara Sara Shackleton Enron North America Corp. 1400 Smith Street, EB 3801a Houston, Texas 77002 713-853-5620 (phone) 713-646-3490 (fax) sara.shackleton@enron.com ----- Forwarded by Sara Shackleton/HOU/ECT on 01/31/2001 02:17 PM ----- Mara_Alexander@cargill.com 01/31/2001 02:07 PM To: Sara.Shackleton@enron.com cc: Edward.Sacks@enron.com Subject: CARGILL-ALLIANT, LLC Dear Sara, Further to our conversation of this morning, I have spoken to our Credit Manager, Andrzej Kabarowski. We are able to significantly move negotiations forward by agreeing to your proposed $100MM Cross-Default Thresholds for Cargill-Alliant and Enron North America Corp. I can also agree to your language and a trigger of BELOW BBB- for the Additional Event of Default. Regarding the Set-Off issue, I attach language for your consideration which demonstrates our agreement to include a Non-Defaulting Party's Affiliates. This language does not, however, make Set-Off available in all instances, but rather restricts it to the market standard of set-off in cases of any Event of Default and the Credit Event Upon Merger Termination Event. In light of our agreement to the 3 major items above, we ask that you consider using the attached language in this ISDA Master Agreement between Enron North America Corp. and Cargill-Alliant LLC. Unfortunately, I still have no further information on the Guarantee from Cargill, Incorporated. We have again pressed our Corporate Treasury Dept. for a prompt response. I look forward to hearing from you again at your earliest convenience. Regards, Mara Alexander Sr. Documentation Analyst Cargill, Incorporated Tel: 952.984.3417 Fax: 952.984.3872 e-mail: Mara_Alexander@Cargill.com - SetOff.doc
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