Message-ID: <24100325.1075844489761.JavaMail.evans@thyme> Date: Tue, 19 Sep 2000 04:37:00 -0700 (PDT) From: warren.nishimura@blakes.com To: dan.fournier@blakes.com, brian.kerrigan@enron.com, clement.abrams@enron.com, derek.davies@enron.com, greg.johnston@enron.com, peter.keohane@enron.com, sara.shackleton@enron.com, soma.ghosh@enron.com, tana.jones@enron.com, william.s.bradford@enron.com Subject: Alberta PPA Financing - URGENT -Reply Cc: brenda.savage@blakes.com, kevin.fougere@blakes.com, sharon.crawford@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: brenda.savage@blakes.com, kevin.fougere@blakes.com, sharon.crawford@enron.com X-From: "WARREN NISHIMURA" X-To: , , , , , , , , , X-cc: , , X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_1\Notes Folders\Notes inbox X-Origin: SHACKLETON-S X-FileName: sshackle.nsf I just spoke to Rick Borden (Royal's counsel). We went through some of the documentation status and his view on how his documents will look. He will be providing us today with an Acknowledgement Agreement to be executed by Enron. This will acknowledge the assignment of the BF Equity documents as security for its credit obligations and will include the increased costs indemnity. His initial draft will use fairly standard increased costs language which we can mark-up as required to make more palatable for the accountants. We discussed generally the acceleration on illegality under the BF Equity credit agreement. Still waiting for direction from the business people on this. He also indicated that he would be drafting the Interest Rate Swap. The non-standard features of this will be the adjustment mechanism which they propose will apply on Sched II's coming into the syndicate, and on a mandatory rollover from BAs' to prime which would occur if there is no market for BAs', if it becomes illegal to issue BAs' or if there is a default in the credit agreement where such default emanated from Enron (eg. non-payment). I don't think this has been discussed previously and needs to be considered from both the business and accounting side. Other documents: His form of opinion will be coming today. The Bank is doing the fee letter and will be distributing today. Blakes will distribute our forms of opinions today. If any of the above is problematic we should follow up with the Bank and/or its counsel this morning. Warren Nishimura Blake, Cassels & Graydon LLP #3500, East Tower, Bankers Hall 855 - 2nd St. S.W. Calgary, AB T2P 4J8 Tel: 403.260.9664 Fax: 403.260.9700 E-mail: warren.nishimura@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.