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Enron Mail |
FYI
---------------------- Forwarded by Mark - ECT Legal Taylor/HOU/ECT on 07/22/99 03:29 PM --------------------------- Mark Evans 07/22/99 02:27 PM To: Mark - ECT Legal Taylor/HOU/ECT@ECT cc: Robina Barker-Bennett/LON/ECT@ECT, Harry Arora/HOU/ECT@ECT, paul.coleman@slaughterandmay.com Subject: ETOL SWAP Mark, further to our recent conversation, I attach the senior debt intercreditor agreement which ECTRL and all the other parties will be required to resign as part of the sub-debt / equity deal. However the resigning is necessary purely in ECTRC's capacity as party to the Financial Hedge Swap (a contract which ECTRC signed at new year 1998), and is nothing to do with the current draft currency swap. Concerning your comments on swap itsself, the ability of the Delaware Trust to perform under the swap is purely a function of Enron (in this case ETOL) performing its obligations under the subdebt agreement. Milbanks (acting for the investors and the draftsmen of the swap docs) have no doubt provided that whilst ECTRL need only pay $ when it receives o, ECTRL may not terminate the swap or cash out if the Delaware Trust does not perform because ETOL has not performed. This is probably the optionality to which you referred when we spoke. Robina is aware of this. She is awaiting pricing from Harry. Both you and Harry should feel free to contact Robina (on 171 316 7438) to discuss any terms of the swap which are not clear to you. (I am now on holiday until 2nd August). In case you don't already have it, I also attach the deal structure chart which may be of some assistance. Our timetable is to CLOSE on August 12th. We would like to have all docs in agreed form by the end of July. Thanks for your help. Mark PS: Paul Coleman is from Slaughter and May and is representing Enron on the deal.
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