|
|
Enron Mail |
Further to the e-mail sent out this morning by Soma regarding the revised
structure, although things have not yet been completely finalized, in order to be in a position to execute documents by Thursday, I think we need to continue or, where necessary start, the preparation of documents. Based on Soma's structuring e-mail, $150 million will be coming from Royal Bank of Canada (RBC) and $150 million from The Toronto-Dominion Bank (TD), with Chase Manhattan Bank (Chase) acting as the sleeve on both transactions. Regarding RBC's transaction, RBC will step into the shoes of Bow Valley Trust in the previous documents, so that RBC will be the counterparty under Swap 1. RBC will remain as the counterparty under the interest rate swap and Chase will step into the spot where RBC was in the previous structure (with ENA put into the mix to do the swap with Chase). The TD Bank transaction will be identical. Therefore, I believe the relevant documentation is as follows: Document Counterparty Responsibility Status 1. RBC ISDA Master Schedule on Swap 1 and 4 RBC Sara/Tana RBC will replace Bow River Trust as counterparty to previous Swap 1 documents and interest rate swap will be included under this Master. RBC comments incorporated, sent to RBC for sign off 2. RBC Confirm of Swap 1 ($150 million) RBC Sara RBC comments incorporated, sent to RBC for sign off. Soma to provide appendix to Confirm 3. RBC Confirm of Interest Rate Swap 4 RBC Sara RBC comments incorporated, sent to RBC for review. RBC to provide appendix to Confirm 4. Enron Corp. Guarantee RBC Clement RBC comments incorporated, sent to RBC for sign off 5. J. Derrick Opinion re: Enron Corp. RBC Clement Finalized 6. V&E Opinion re: Enron Corp. RBC Clement/Bryan Pechersky RBC comments incorporated, sent to RBC for sign off 7. Blakes Opinion re: ECC RBC Warren Nishimura Sent to RBC for sign off 8. RBC Confirm of Swap 3 Chase (with ENA) Sara Chase will replace RBC as counterparty to previous Swap 3 document and this swap will now take place with ENA. Chase has not yet received 9. Internal Confirm re: ECC/ENA back-to-back ENA Sara To be prepared 10. TD ISDA Master Schedule on Swap 1 and 4 TD Sara/Tana To be prepared using RBC form and TD to review 11. TD Confirm of Swap 1 ($150 million) TD Sara To be identical to RBC form and TD to review 12. TD Confirm of Interest Rate Swap 4 TD Sara To be identical to RBC form and TD to review 13. Enron Corp. Guarantee TD Clement To be prepared using RBC form and TD to review 14. J. Derrick Opinion re: Enron Corp. TD Clement To be provided to TD for review 15. V&E Opinion re: Enron Corp. TD Clement/Bryan Pechersky To be prepared using RBC form and TD to review 16. Blakes Opinion re: ECC TD Warren Nishimura To be prepared using RBC form and TD to review 17. TD Confirm of Swap 3 Chase (with ENA) Sara To be identical to confirm of Swap 3 under RBC leg 18. Internal Confirm re: ECC/ENA back-to-back ENA Sara To be prepared 19. Letter Agreement re: Indemnification regarding Increased Costs RBC Rick Borden Wording agreed to. Document to be provided 20. Letter Agreement re: Indemnification regarding Increased Costs TD To be identical to RBC document We have agreed with RBC (subject to Bill Bradford's confirmation) to include a Material Adverse Change clause in all ISDA's creating a MAC and right to call for collateral if either party's credit rating moves below BBB-. I think it is prudent to continue the effort to revise where appropriate or commence preparing the appropriate documents listed above, with a view to executing the documents by no later than mid-day Thursday. Also, please be advised that I have spoken with Morris Clark on the tax issues and he will be reviewing the structure as proposed by Soma this morning to confirm there are no tax issues. However, he has verbally confirmed to me that, since these are all swap transactions, there are no withholding tax issues. Thanks Greg
|