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Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Mara_Alexander@cargill.com X-To: Sara.Shackleton@enron.com X-cc: X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_2\Notes Folders\Notes inbox X-Origin: SHACKLETON-S X-FileName: sshackle.nsf Sara, Have you had the opportunity to review the proposed language below? This language, as well as your confirmation that the latest guarantee version is acceptable, are the two remaining items in our Agreement. Could you please let me know where we stand on these? Thanks, Mara Alexander Sr. Documentation Analyst Cargill, Incorporated Tel: 952.984.3417 Fax: 952.984.3872 e-mail: Mara_Alexander@Cargill.com -----Original Message----- From: Alexander, Mara /xtwn Sent: Friday, May 04, 2001 9:08 AM To: 'Sara.Shackleton@enron.com' Subject: ISDA Master Agreement between Cargill-Alliant and Enron North America Corp. Dear Sara, I understand from our Credit Manager that guarantee formats are again with you. Thanks for your patience regarding the delay; we look forward to your response on these. With respect to the Schedule, I believe we're in agreement on all the issues to-date. As indicated earlier, I do have one more provision for your consideration which our attorney recommends we include in all of Cargill-Alliant's Schedules. This provision pertains to Cargill-Alliant's joint venture structure, and is intended to prevent changes in that structure from being interpreted as an Event of Default under Part 5(a)(vii). It is consistent with language we have commonly seen used for similar entities. I would suggest we include it in the Schedule as a new Part 1(g). The provision reads as follows: "(g) The 'Bankruptcy' provisions of Section 5(a)(vii) are hereby amended by: (i) adding in Clause (1) thereof (third line) after the word 'merger' and before the closed parenthetical the words 'or, in the case of Party B, any reconstitution, incorporation or admission or withdrawal of a member'; and (ii) adding in Clause (5) thereof (fourteenth line) after the word 'merger' and before the closed parenthetical the words 'or, in the case of Party B, any reconstitution, incorporation or admission or withdrawal of a member'." This would be the final item outstanding in the Schedule. I look forward to your response at your earliest opportunity. Regards, Mara Alexander Sr. Documentation Analyst Cargill, Incorporated Tel: 952.984.3417 Fax: 952.984.3872 e-mail: Mara_Alexander@Cargill.com
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