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Enron Mail |
Carol St. Clair
EB 3889 713-853-3989 (Phone) 713-646-3393 (Fax) carol.st.clair@enron.com ----- Forwarded by Carol St Clair/HOU/ECT on 05/30/2001 01:50 PM ----- Carol St Clair 05/29/2001 01:35 PM To: "Falconi, Jack (TIFS)" <Jack.Falconi@guarantygroup.com<@ENRON cc: Ken Curry/Enron@EnronXGate Subject: RE: Meeting Jack: I will send you an open issues list shortly. I considered items # 2,3,4,6, 9, 12, 17, 18, 19 and 21 to be credit-related comments, some of which I need my credit person's input on. As to the remaining points, here is my response: 1. Let's discuss exactly what language you want in item #1 as I agree with you on the concept. 2. With respect to item #7, your interpretation is correct. 3. I am not clear on what your point is in items #9 and 21. As a general rule, with respect to setoff rights, to the extent that ENA is the Non-Defaulting Party and ENA's affiliates have entered into other agreements with Inland Paperboard and Packaging, amounts owed under those affiliate agreements can be setoff against amounts owed under the ISDA. All the guaranty is trying to say is that the amount guaranteed under the Guaranty takes into account the exercise of such setoff rights. 4. I'm not sure I understand your point #10. 5. I agree with your point #13. 6. With respect to point #14, collateral is limited to cash and LC's and the concept of a custodial account applies when someone other than the Secured Party is holding the cash collateral. 7. With respect to point #19, we want the ability to convert the LC into cash collateral when an Event of Default occurs even if we have not yet terminated all transactions. Once we have terminated and established a termination amount, we would only draw to cover that amount if we didn't draw earlier. 8. The "deemed occurrence" language is meant to cover termination events that occur automatically without either party electing to terminate, such as in a bankruptcy scenario where automatic early termination is elected. We could probably take it out since there is no automatic early termination on bankruptcy. I look forward to hearing from you. My credit person is out this week, but maybe you and I can make some progress. Carol St. Clair EB 3889 713-853-3989 (Phone) 713-646-3393 (Fax) carol.st.clair@enron.com "Falconi, Jack (TIFS)" <Jack.Falconi@guarantygroup.com< 05/29/2001 10:16 AM To: Carol.St.Clair@enron.com cc: Subject: RE: Meeting Hi Carol - Sorry for the delay. The "credit person" at Inland is probably Julie Beck, although she can naturally be overruled by the Temple-Inland Treasurer, Dave Turpin, or CFO Randy Levy, since Temple-Inland will be obtaining the letter of credit and will serve as guarantor. Since they are at least one step removed from the process, if you could tell me what questions/comments from my 5/16 memo they will need to address, and ideally your responses/commentary in some summary format, I can upstream this information to them, obtain their feedback, and speak on their behalf. Thanx, Jack Falconi -----Original Message----- From: Carol.St.Clair@enron.com [mailto:Carol.St.Clair@enron.com] Sent: Thursday, May 24, 2001 3:57 PM To: Jack.Falconi@guarantygroup.com Subject: Meeting Jack: My assistant will be calling you to set up a time next week when Ken Curry and I can discuss your comments with you and your credit person. Her name is Suzanne Adams. Carol St. Clair EB 3889 713-853-3989 (Phone) 713-646-3393 (Fax) carol.st.clair@enron.com
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