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Enron Mail |
Further to our discussions, please find attached for your review drafts of
the following documents: 1. ISDA schedule regarding the ISDA Master between ECC and Swapco 2. ISDA schedule regarding the ISDA Master between ECC and RBC 3. Enron Corp. guarantee regarding the ISDA Master between ECC and Swapco 4. Enron Corp. in-house counsel opinion regarding due authorization and execution re: above guarantee 5. Enron Corp. guarantee regarding the ISDA Master between ECC and RBC 6. Enron Corp. in-house counsel opinion regarding due authorization and execution re: above guarantee The three confirmations will follow shortly, as we are working out a few minor commercial issues. I will send them to you as soon as possible. Please be advised that the form and content of the Enron in-house counsel opinions enclosed are non-negotiable. The opinions of Blake Cassels will be provided to you directly by Warren Nishimura. As well, the Enron Corp. opinion to be provided by Vinson & Elkins will follow in due course. We confirm that Macleod Dixon will be providing an opinion regarding Swapco but that Enron will not require an opinion from Macleod Dixon as to RBC. My understanding of the currently outstanding issues relating to this transaction are as follows: 1. Increased cost/change in law indemnification 2. Swapco using its best efforts to replace lendor in the event of illegality (ie. no ECC obligation) 3. Calculation of optional pre-payment amounts 4. Incorporation of syndication language, including pricing changes resulting from syndication, into the Schedule to the interest rate swap We look forward to receiving your comments on these documents at your earliest convenience. Greg Johnston Senior Counsel Enron Canada Corp. ISDA Schedules Guarantees In-House Opinions
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