|
|
Enron Mail |
Carol:
My responses are below (IN CAPS). Robert <<< <Carol.St.Clair@enron.com< 01/29/01 12:46PM <<< Rob: In case we don't get a chance to talk, just some thoughts on chnages that mat need to be made to the ISDA Schedule: 1. Part 1 (b) - this is where we will specify the Threshold Amount for cross default to other debt (Section 5(a)(vi) purposes. Please note that the definition of Specified Indebtedness in the ISDA is very narrow. Let Mark Taylor know if that needs to be amended. Alos, let Mark know if the cross default language itself needs to be amended to match the Supply Agreement. OK. I HAVE A DEFINITION OF MATERIAL INDEBTEDNESS THAT WILL WORK FINE FOR SPECIFIED INDEBTEDNESS. I MATCHED THE CROSS DEFAULT IN THE SUPPLY AGREEMENT TO THE ISDA, BUT WITH THE BROADER MATERIAL INDEBTEDNESS LANGUAGE. 2. Part 1 (h) - this section contemplates adding Additional Termination Events. I had thought that here we would add a cross default to the Transaction Documents. Mark will need input from you on what those are. Additionally, it would be here that we would add some of the other trigger events that are currently in the Supply Agreement. Again, Mark will need your input on what those are. OK. WE WILL DEFINITELY NEED TO CROSS DEFAULT TO THE SUPPLY AGREEMENT. I'LL COORDINATE WITH MARK. 3. Please look at the language in sections 5(a)(vii)(bankruptcy) and 5(b)(iv)(credit event upon merger) of the ISDA form and advise Mark as to whether any changes need to be made to conform with what is in the Supply Agreement. I GENERALLY CONFORMED THE SUPPLY AGREEMENT TO THE ISDA FOR THESE EXACT SECTIONS; HENCE ONLY MINOR MODIFICATIONS (E.G. "MATERIAL INDEBTEDNESS") WILL BE REQUIRED TO CONFORM THE ISDA. I'm assuming that the other parts of the schedule will be agreed to by them. Please note that in Part 1(e) we have chosen the "Loss" method as a means for calculating the termination payment. In Part 3, these are the docs that we usually get but if the Supply Agreement requires something different, particularly with respect to financial info, we can modify accordingly. In part 4, we have chosen arbitration and Texas as governing law. Part 5 is mostly boilerplate, but note the "setoff" language and the "transfer" language, which they may comment on. part 6 is boilerplate. I'LL NEED TO REVIEW THIS. Mark's number is 853-7459. I'll be back Wednesday afternoon. OK. Carol St. Clair EB 3889 713-853-3989 (Phone) 713-646-3393 (Fax) carol.st.clair@enron.com
|