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Enron Mail |
Gareth: My comments are generally directed toward the Schedule to the ISDA
Master Agreement between the Trust and UBS. Please note that UBS is aware of the 12/9/97 master executed between Swiss Bank Corporation and ENA (as it was attached to the original fax). The confirms are pretty straightforward. (1) Is the Trust an eligible swap participant? (2) The Schedule is missing some "standard" Enron type provisions (which were in the Swiss Bank master). These include: limitation of liability confidentiality setoff isn't the Trust an Enron affiliate? this could impact our approach. (3) Enron does not agree to the ISDA standard jurisdiction language (which is non-exclusive jurisdiction of the courts of NY state and the federal court in Manhattan; waiver of all objections). Enron's preference is arbitration. With GC consent, we agree to other provisions (e.g., specifice courts, waiver of jury trial, so specific court and no waiver of objections, etc.). In the Swiss Bank master, we agreed to NY law, neither party waived any objections to venue/forum, and parties could sue anywhere. (4) Is this master to be limited to this transaction only? If the Trust intends to use this agreement for future currency, rate, or other transactions, we need to consider the impact of caving on our usual terms. What eventually happens to the Trust? Also, Rod Nelson in credit is currently reviewing Enron exposure to UBS. Call if you need anything else. Sara
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