Message-ID: <13710020.1075852279637.JavaMail.evans@thyme> Date: Thu, 9 Aug 2001 15:05:13 -0700 (PDT) From: peter.keohane@enron.com To: elizabeth.sager@enron.com, carol.st.@enron.com Subject: FW: Triangular setoff Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Keohane, Peter X-To: Sager, Elizabeth , St. Clair, Carol X-cc: X-bcc: X-Folder: \ESAGER (Non-Privileged)\Inbox X-Origin: SAGER-E X-FileName: ESAGER (Non-Privileged).pst FYI. You won't hear from me again until I have a constructive solution to this potentially insolveable problem. -----Original Message----- From: "ROBERT ANDERSON" @ENRON [mailto:IMCEANOTES-+22ROBERT+20ANDERSON+22+20+3Crobert+2Eanderson+40blakes+2Ecom+3E+40ENRON@ENRON.com] Sent: Thursday, August 09, 2001 2:39 PM To: Keohane, Peter Subject: Triangular setoff The draft I sent you of the triangular setoff provision may still require significant revision. I have the following primary concerns which are not easily reconciled: 1. for an assignment to be effective it must take effect prior to bankruptcy or mutuality will be lost by the interposition of a bankruptcy trustee; 2. although words of present assignment are used, under the current wording the assignment probably does not occur at least until there is a defaulting party; 3. if we should wish to characterize it as a general assignment for security purposes (perfection of which would require registration), there does appear to be any obligation between X and XA (as opposed to Y) for which the assignment is to secure performance. When you are available, I would like to speak to you regarding the foregoing. Regards, A. Robert Anderson Blake, Cassels & Graydon LLP 3500, 855 Second Street SW Calgary, AB T2P 4J8 Tel: 403.260-9624 Fax: 403.260.9700 E-mail: raa@blakes.com This e-mail communication is confidential and legally privileged. If you are not the intended recipient, please notify me at the telephone number shown above or by return e-mail and delete this communication and any copy immediately. Thank you.