Message-ID: <5607040.1075853640647.JavaMail.evans@thyme> Date: Tue, 17 Apr 2001 01:53:00 -0700 (PDT) From: carol.clair@enron.com To: paul.radous@enron.com Subject: Re: Deemed ISDA for AIG Cc: sara.shackleton@enron.com, brent.hendry@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=ANSI_X3.4-1968 Content-Transfer-Encoding: quoted-printable Bcc: sara.shackleton@enron.com, brent.hendry@enron.com X-From: Carol St Clair X-To: Paul Radous X-cc: Sara Shackleton, Brent Hendry X-bcc: X-Folder: \Sara_Shackleton_Nov2001\Notes Folders\Carol stclair X-Origin: Shackleton-S X-FileName: sshackle.nsf Paul: Will any of the Termination Events have a cure through the posting of=20 collateral? I'm not sure I understand your first statement given that ther= e=20 is no collateral threshold. How do the financial covenants fit in? Are th= ey=20 an Event of default or Termination Event? Is there a cure? Please clarify= . =20 Thanks. Carol St. Clair EB 3889 713-853-3989 (Phone) 713-646-3393 (Fax) carol.st.clair@enron.com =09Paul Radous/ENRON@enronXgate =0904/16/2001 05:50 PM =09=09=20 =09=09 To: Carol St Clair/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT, Brent= =20 Hendry/NA/Enron@Enron =09=09 cc:=20 =09=09 Subject: Deemed ISDA for AIG Whichever one of you has the great good fortune to work on the subject,=20 please note the following: All 5 additional events of default should also be Material Adverse Changes= =20 with respect to the ability to hold collateral. In addition to the financial triggers indicated in my earlier-emailed credi= t=20 worksheets (FYI=3D=3D> ), the following should be added as additional termi= nation=20 events: 1 The Manager ceases to be either Joseph Kleinman or Simon Glover and an= =20 alternate Manager acceptable to Party A has not assumed the responsibilitie= s=20 of Manager. 2 In the event there exists one Manager, if the Manager resigns, is=20 terminated, or is otherwise incapacitated for a period exceeding one month.= =20 In the event there exists more than one Manager, if for a coincident period= =20 of one month, all of the Managers have resigned, been terminated, or have= =20 otherwise been incapacitated. Add the following definition: "Manager" means any person(s) with ultimate authority to direct the=20 investments of Party B, currently Joseph Kleinman and Simon Glover. Replace Independent Amount definition with our new hedge fund standard. It= =20 is extracted from Union Spring as follows (But change the Independent Amoun= t=20 to be each of the two counterparty's pro rata share of $50,000; The pro rat= a=20 distribution should be based on the allocation of the trade volumes): (A) =01&Independent Amount=018 means with respect to Party A, the amount s= pecified=20 as such for Party A in each Confirmation, or if no amount is specified, zer= o=20 and means with respect to Party B the amount specified as such for Party B= =20 which may be either increased or decreased from time to time in a=20 Confirmation, which amount as modified shall be the Independent Amount=20 applicable for all outstanding Transactions, provided, however, that in no= =20 event shall Party B=01,s Independent Amount be less than $100,000 if there = are=20 any outstanding Transactions. Add as an additional termination event and Material Adverse Change for Enro= n=20 the following: (ii) The following will constitute an Additional Termination Event with=20 respect to Party A: Party A=01,s Credit Support Provider=01,s credit rating is below BBB- by S&= P, or if=20 it has no credit rating from S&P, Party A=01,s Credit Support Provider=01,s= credit=20 rating is below Baa3 by Moody=01,s, or Party A=01,s Credit Support Provider= fails=20 to have a rating from either S&P or Moody=01,s. =20