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Enron Mail |
Mark:
Below are some changes I would like to propose we make to our form of Maste= r=20 that we send to Mexican counterparties. The issue is what documents do we request of Mexican counterparties in orde= r=20 to receive assurances of appropriate corporate authority for the execution= =20 and delivery of the Master. Below is the current language and my proposal.= =20 Current A Certificate certifying (a) resolutions of Party B=01,s and its Credit Sup= port=20 Provider=01,s (if any) board of directors (or other governing body) authori= zing=20 this Agreement and the Transactions contemplated hereby (or the Credit=20 Support Document, as the case may be) and (b) copies of Party B=01,s and it= s=20 Credit Support Provider=01,s (if any) articles of incorporation and bylaws = (or=20 other constituent documents) A certified copy of a Power of Attorney authorizing a specified person or= =20 persons to execute and deliver on its behalf this Agreement (or the Credit= =20 Support Document, as the case may be) Proposal: A) Copies of Party B's and its Credit Support Provider's (if any) articles = of=20 incorporation and bylaws, as amended from time to time (escritura=20 constitutiva y estatutos sociales vigentes) and, if required under Party B'= s=20 bylaws and its Credit Support Provider (if any) or, if otherwise available,= =20 copies of the minutes of the meetings of the board of directors (or other= =20 governing body) of Party B and its Credit Support Provider (if any)=20 authorizing this Agreement and the Transactions contemplated hereby. B) certified copy of a Power of Attorney granting a specified person or=20 persons with sufficient powers and authority to execute and deliver this=20 Agreement on its behalf (or the Credit Support Document, as the case may=20 be). =20 As you may know, most of our Mexican counterparties do not really pay=20 attention to what they are signing. The result is that, in most cases, the= y=20 agree to provide certain evidence of authority that they really do not have= =20 (for example, in Mexico, officer certificates are not usual and they do not= =20 really mean much). At the end of the day we receive executed Masters and a= ll=20 corporate documents that are required under Mexican law to adequately prove= =20 corporate authority but we are not receiving what the counterparty agreed t= o=20 provide in the Master (again they agreed to this because they do not read i= t=20 carefully). I checked with our Mexican counsel both the issue and the=20 proposed language and he agreed with both.=20 The other issue is to add a paragraph in the form of legal opinion we reque= st=20 from counsel to our Mexican counterparty, limiting the legal opinion to the= =20 laws of Mexico. The idea is to avoid wasting time with a change we=20 necessarily must agree with and most importantly, end up with a legal opini= on=20 that "looks" more like a US opinion. Language proposed: "The opinions here= in=20 expressed and statements herein made are limited in all respects to the law= s=20 of Mexico" Finally, as I previously told you, I personally have no problems about=20 receiving legal opinions from in-house counsel. Are you okay with this wit= h=20 respect to Mexican counterparties? I will prepare subordination language for the intercompany debt and will se= nd=20 it to you tomorrow. Thanks =20 Francisco Pinto-Leite Enron Americas 1400 Smith Street Houston, TX 77002-7361 Tel: 713-345-7942 Fax:713-646-3490
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