Message-ID: <3936787.1075858812207.JavaMail.evans@thyme> Date: Tue, 18 Sep 2001 06:19:42 -0700 (PDT) From: stephanie.panus@enron.com To: sara.shackleton@enron.com Subject: FW: ISDA Master Agreement - MARTA Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Panus, Stephanie X-To: Shackleton, Sara X-cc: X-bcc: X-Folder: \SSHACKL (Non-Privileged)\Shackleton, Sara\Inbox X-Origin: Shackleton-S X-FileName: SSHACKL (Non-Privileged).pst FYI - from MARTA's attorney -----Original Message----- From: "Bromberg, Bruce L." @ENRON [mailto:IMCEANOTES-+22Bromberg+2C+20Bruce+20L+2E+22+20+3Cblbromberg+40itsmarta+2Ecom+3E+40ENRON@ENRON.com] Sent: Tuesday, September 18, 2001 8:08 AM To: Panus, Stephanie Subject: RE: ISDA Master Agreement I have no comment on or changes to the Master Agreement. I have forwarded your message to Mr. Pursley. He will prepare a revised opinion. -----Original Message----- From: Panus, Stephanie [mailto:Stephanie.Panus@ENRON.com] Sent: Thursday, September 13, 2001 12:59 PM To: blbromberg@itsmarta.com Cc: Shackleton, Sara; Williams, Jason R (Credit) Subject: ISDA Master Agreement Mr. Bromberg, We have spoken to Thay Bishop regarding the ISDA Master Agreement (the "Agreement") between MARTA and Enron North America Corp. ("ENA"). Ms. Bishop stated that she did not have any comments or changes to the Agreement, and that I should check with you for any changes. You stated previously that you did not have any changes - can you please confirm? We have received the fax of MARTA's outside counsel's legal opinion and have the following comments: 1. The first (introductory) paragraph references the date of the ISDA Master Agreement as June 1, 2001. The Agreement will be dated May 11, 2001, which is the trade date of the outstanding transaction between MARTA and ENA. 2. Since Thay Bishop is unwilling to request another resolution from MARTA's Board, the legal opinion should specifically reference the resolution dated April 23, 2001 that has been provided, and that such resolution is sufficient to grant the authority to enter into the ISDA Master Agreement and any related documents. 3. We request that Section 10 of the legal opinion be revised to add the following bolded language: "No person, firm, corporation, entity or association other than Counterparty may liquidate, borrow, encumber, or otherwise utilize the assets (including, without limitation, the general operating fund) of Counterparty." If you can make these changes to the legal opinion, and if there are no changes to the ISDA Master Agreement, we can prepare the Agreement for execution. If you have any questions, please feel free to contact me or Sara Shackleton (713/853-5620). We look forward to hearing from you. Stephanie Panus Enron Wholesale Services - Legal 1400 Smith Street, EB3803C Houston, Texas 77002 ph: 713.345.3249 fax: 713.646.3490 email: stephanie.panus@enron.com ********************************************************************** This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender or reply to Enron Corp. at enron.messaging.administration@enron.com and delete all copies of the message. This e-mail (and any attachments hereto) are not intended to be an offer (or an acceptance) and do not create or evidence a binding and enforceable contract between Enron Corp. (or any of its affiliates) and the intended recipient or any other party, and may not be relied on by anyone as the basis of a contract by estoppel or otherwise. Thank you. ********************************************************************** - C.DTF