|
|
Enron Mail |
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Sara Shackleton X-To: Clement Abrams X-cc: X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_2\Notes Folders\Sent X-Origin: SHACKLETON-S X-FileName: sshackle.nsf Clem: Per my voice mail, please respond to the remaining issues raised by ConEd's lawyer: (1) "Guarantor agrees that its obligations are unconditional and will not be discharged except by complete payment of the amounts payable under the Contract, [without setoff of the amount payable under the Contract] irrespective of any claims as to the Contract's validity, regularity or enforceability or the lack of authority of Enron to execute or deliver the Contract, or any change or amendment to the Contract (whether or not approved by or known to Guarantor).' Response: the bracketed language is unacceptable. What about the bolded language? (2) "This Guaranty shall continue to be effective if the Guarantor merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist." Response: not sure if this will remain effective if a merger occurs and therefore not binding (e.g., merger without assumption) (3) What are you looking for when requiring an "explanation of why such payment is due" in the demand section (paragraph 2)? Is it to identify the type of default suffered by ENA? Thanks for your response and I'll let you know if this particular guaranty is still a rush. SS 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
|