|
|
Enron Mail |
Cc: john.viverito@enron.com, mark.evans@enron.com, mark.taylor@enron.com
Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: john.viverito@enron.com, mark.evans@enron.com, mark.taylor@enron.com X-From: Jane McBride X-To: Alan Aronowitz X-cc: John Viverito, Mark Evans, Mark Taylor X-bcc: X-Folder: \Mark_Taylor _Dec_2000\Notes Folders\Notes inbox X-Origin: Taylor-M X-FileName: mtaylor.nsf OK thanks. Other side will be happy with this. Wasn't sure what would be material for us .. Jane Alan Aronowitz@ECT 10/25/2000 02:21 AM To: Jane McBride/AP/Enron@ENRON cc: John Viverito/Corp/Enron@Enron, Mark Evans/Legal/LON/ECT@ECT, Mark Taylor/HOU/ECT@ECT Subject: Re: Tokyo-Weather Derivative-Warranties Agreed-Question on events of default Jane: There is no specific policy on this E of D to my knowledge because it was specially added for Japan to produce an early credit-related event of default. Because the monetary figure could cut against Enron Japan, I would suggest that we go with a figure that is material enough as applied against our counterparty, but which if applied to EJ would not easily trigger a default against EJ, let's say USD 1 million or a higher figure. Alan Jane McBride@ENRON 10/24/2000 05:54 AM To: Mark Evans/Legal/LON/ECT@ECT, Mark Taylor/HOU/ECT@ECT cc: Alan Aronowitz/HOU/ECT@ECT, John Viverito/Corp/Enron@Enron Subject: Tokyo-Weather Derivative-Warranties Agreed-Question on events of default Dear Mark Evans, Pls let me know (as per email earlier) if you have any further queries - otherwise we will sign this tomorrow. Thanks for your help. *********** Dear Mark Taylor (and Alan or Mark), You will see that we need to include a figure in clause 6(a)(1): Additional Events of Default - Other Financial Crises. They proposed JPY1,000,000,000 (US$10 million), I counterproposed JPY1,000,000 (US$10,000). They are now suggesting JPY100,000,000 (US$1,000,000). I am thinking of suggesting US$500,000 (JPY50,000,000). Are there any Enron policies etc in this regard? What is the typical range of acceptability for Enron on this? Any other comments? *********** Thanks all. Jane ----- Forwarded by Jane McBride/AP/Enron on 10/24/2000 07:43 PM ----- "Izumi Sato" <isato@mywm.co.jp< 10/24/2000 07:28 PM To: <Jane.McBride@enron.com< cc: <Morten.E.Pettersen@enron.com<, <Ono_T@toare.co.jp<, <wani@mywm.co.jp< Subject: RE: ToaRe documentation Dear Ms. McBride, Thank you for your e-mail. It is our opinion that the amended clause 5 © is acceptable for our client, ToaRe. We are also informed by Mr. Ono that they will accept such clause. As to the other issue, JPY1,000,000 is all too low. JPY1,000,000 equals to only about 10,000 US$. If JPY1,000,000,000 is not acceptable for you, how about JPY100,000,000? Akihiro Wani / Izumi Sato Mitsui Yasuda Wani & Maeda -----Original Message----- From: Jane.McBride@enron.com [mailto:Jane.McBride@enron.com] Sent: Tuesday, October 24, 2000 2:54 PM To: Izumi Sato; wani@mywm.co.jp Cc: Morten.E.Pettersen@enron.com; Ono_T@toare.co.jp Subject: RE: ToaRe documentation Dear Ms. Sato and Mr Wani, (See attached file: Weather-HDD-Floor-OTC-ToaRejmb2000-10-24r.doc) Thank you for your email and it is my turn to apologize for our delay in reverting to you. I have had to involve numerous people throughout our organization who have been involved to date in gathering the legal data we have accumulated in relation to the legal issues associated with the trading of weather derivatives here. I am attaching our latest proposal for your consideration. I still need to get sign off from our head of legal in London this evening on this drafting but do not expect any problems. In the interests of time I have not set out our reasoning here. I think Mr. Wani is very familiar with the various issues both on the part of your client and on our part. If, however, your client is not willing to accept this language and needs us to explain our reasoning in detail I would like to arrange a meeting to be attended by Mr. Wani, our lawyers at Tokyo Aoyama Law Offices, me and your client to resolve these issues. On the other issue, we think JPY1,000,000 would be far more appropriate than JPY1,000,000,000. Finally, we will negotiate the ISDA master with your client separately but will not accept the argument at that time that because we agreed to Japanese law in this confirmation, we should agree then. At this stage no further discussion need take place on this point. Jane McBride Senior Legal Counsel Enron Japan Corp. Otemachi 1st Square Bldg. West 11th Floor 1-5-1 Otemachi, Chiyoda-ku Tokyo 100-0004 Japan Tel.: 81-3-5219-4500 (Main) 81-3-5219-4553 (Direct) Fax: 81-3-5219-4510 Assistant (Maggy Yamanishi) Tel.: 81-3-5219-4554 Email: Yo.Yamanishi@enron.com "Izumi Sato" <isato@mywm.c To: <Jane.McBride@enron.com< o.jp< cc: <Ono_T@toare.co.jp<, <wani@mywm.co.jp<, <Morten.E.Pettersen@enron.com< 10/19/2000 Subject: RE: ToaRe documentation 08:04 PM Dear Ms. McBride, Our answer is as follows: 1. We have no comments on this point. 2. As to clause 5©(i) and the amended (iii), we have no objection. However it is our opinion that both of the parties represent and warrant each other. As to (ii), we are informed by Mr. Ono that this transaction does not come under (ii) for ToaRe as its purpose is not hedging. If ToaRe represents and warrants as clause 5©(ii), it is false representation and warranty. Clause 5©(ii) therefore should be deleted. We think clause 5©(iii) is a good enough representation to clear the gambling matter. 3. It is our opinion that Japanese law is better for our client in the ISDA Master. 4.Our suggestion is JPY1,000,000,000. 5. As this is the practical matter, we have no comments. We apologize for the delay. Best regards, Akihiro Wani / Izumi Sato -----Original Message----- From: Jane.McBride@enron.com [mailto:Jane.McBride@enron.com] Sent: Wednesday, October 18, 2000 9:02 PM To: isato@mywm.co.jp Cc: Ono_T@toare.co.jp; wani@mywm.co.jp; Morten.E.Pettersen@enron.com Subject: Re: ToaRe documentation Dear Ms. Sato, I am enclosing an amended draft (clean) of the confirmation for your final approval. Please let me know if you have any trouble reading it with the redlining. You will note: 1. We have amended the FRWS. This has been done in consultation with your client so I don't expect this to be a problem. 2. We cannot give the warranties in clause 5©. We also do not accept your client's reasons for not giving the warranties to us but as alternative to paragraph (iii), would suggest you warrant the legality of your entering into of the contract. We trust you can have no objections to this new warranty. In our opinion, the analysis you have suggested in relation to paragraph (ii) is relevant only in the context of a credit derivative and not a weather derivative so would ask that this be retained. 3. We have agreed to Japanese law but only on the understanding that your client will agree to New York law (or UK law if they prefer) for the ISDA which we will start negotiating as soon as this confirmation is finalized and on the basis that you accept our amended form of clause 5. 4. Pls make a suggestion for the purposes of the figure in 6(a)(1). 5. We are also willing to accommodate you on clause 13 and will revert with this language tomorrow. Jane McBride Senior Legal Counsel Enron Japan Corp. Otemachi 1st Square Bldg. West 11th Floor 1-5-1 Otemachi, Chiyoda-ku Tokyo 100-0004 Japan Tel.: 81-3-5219-4500 (Main) 81-3-5219-4553 (Direct) Fax: 81-3-5219-4510 Assistant (Maggy Yamanishi) Tel.: 81-3-5219-4554 Email: Yo.Yamanishi@enron.com (See attached file: Weather-HDD-Floor-OTC-ToaRejmb2000-10-17.doc)
|