Subject: Project Crane
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Thu, 14 Dec 2000 06:39:00 -0800 (PST)

Mark:

Per our conversation, I understand that the Canadian company has a number of 
outstanding OTC FX transactions with one or more counterparties.  Each of 
those transactions should be documented by a confirmation which confirms the 
economic terms of each deal.  Each confirmation must be subject to (1) an 
existing type of master agreement (such as the ISDA, IFEMA, FEOMA), (2) a 
"deemed" version of such an agreement or (3) "terms and conditions" appearing 
in the confirmation itself.  It is quite likely that in any of these three 
types of confirmations, there are provisions for assignment of trades, credit 
event upon merger, material adverse change, additonal events of default or 
termination, etc.  which may be triggered by the pending acquisiton of the 
Canadian company.  Further, there may be credit issues associated with the 
transactions and/or master agreements (in the form of specific credit 
provisions in a confirmation or a credit annex to the master agreement).  As 
a result, a party attempting to "step into the shoes of the Canadian company" 
must review the existing documents, subject to any confidentiality 
restrictions, in order to evaluate the positions and risks associated with 
assuming those positions.

Thus, we need to conduct a thorough due diligence of the financial trading 
positions of the Canadian company.  Please let me know if you have any 
questions.

Sara