Message-ID: <12866257.1075844579828.JavaMail.evans@thyme> Date: Tue, 12 Dec 2000 06:05:00 -0800 (PST) From: sara.shackleton@enron.com To: greg.johnston@enron.com Subject: Alberta Gas Prepay and Assignment to BTM Cc: sarah.heineman@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=ANSI_X3.4-1968 Content-Transfer-Encoding: 7bit Bcc: sarah.heineman@enron.com X-From: Sara Shackleton X-To: Greg Johnston X-cc: Sarah Heineman X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_1\Notes Folders\Sent X-Origin: SHACKLETON-S X-FileName: sshackle.nsf Greg: I received the following email from RBC and am attaching a redline of changes. Since ECC will be signing, let me know if you have any objections. Sara ----- Forwarded by Sara Shackleton/HOU/ECT on 12/12/2000 02:03 PM ----- "Fleming, Blair " 12/08/2000 02:39 PM To: "'Sara.Shackleton@enron.com'" , "'sarah.heineman@enron.com'" , "'kelly.boots@enron.com'" , "Fleming, Blair " cc: "Darby, Giles" Subject: Alberta Gas Prepay and Assignment to BTM As you are aware, we are finalizing the participation of Bank of Tokyo-Mitsubishi (BTM) into the Alberta Gas Prepay financing.? Recall there are three swaps: (a) Commodity Swap between Enron Canada and RBC(b) Commodity Swap between Chase and RBC(c) Interest Rate Swap between Enron Canada and RBC We will be participating BTM into the agreements to which Enron is party [(a) and (c) above].? As a result of this, Enron will not be re-signing any new ISDA's etc.?? However, Section 7 to the ISDA Master agreement governing Transfers requires the prior written consent for any transfer of "any interest or obligation" under the Agreement.? Our view is that the participation to BTM does qualify as a tranfer of an any "interest or obligation", ergo we need Enron's consent.? Attached please find a proposed Consent from Enron prepared by my lawyer.? This is the only document that we require signed by Enron.? Please take note of the key language contained therein: ??????? "Enron hereby consents to RBC assigning a 50% participation interest in the Swap Documents to Bank of Tokyo-???? ?????? Mitsubishi, Ltd., New York Branch; provided that (a) RBC's rights and obligations under the Swap Documents shall remain ??????? unchanged, (b) RBC shall remain solely responsible to Enron for the performance of such obligations and (c) Enron shall ??????? continue to deal solely and directly with RBC in connection with RBC's rights and obligations under the Swap Documents." The commodity swap between Chase and RBC will be "split" and each of RBC and BTM will have a Swap with Chase for one-half the amount. Sara(s), please advise whether you are comfortable with our approach and whether you require any changes to the Consent.? BTM has reviewed the Participation agreement and is moving forward to getting the doc's approved internally...we're targeting for a close mid next week (the week of Dec 11) and accordingly your execution of the Consent within that timeframe would be much appreciated.? Given that you continue to deal in all ways with RBC, I have not forwarded you a copy of the Participation agreement.... Thanks and have a good weekend! -----Original Message-----From:?? Rick Borden [SMTP:Rick.Borden@macleoddixon.com]Sent:?? Thursday, December 07, 2000 5:47 PMTo:???? blair.fleming@rbcds.comSubject:??????? Enron Canada Corp. [Comment]?? Please see the attached Consent. Richard P. BordenMacleod Dixon LLP3700 Canterra Tower400 - 3rd Avenue S.W.Calgary, Alberta? T2P 4H2Tel:? (403) 267-8362Fax:? (403) 264-5973E-mail:? rick.borden@macleoddixon.com <> - MACLEOD-.doc