Message-ID: <2046711.1075844910540.JavaMail.evans@thyme> Date: Tue, 13 Feb 2001 05:17:00 -0800 (PST) From: sara.shackleton@enron.com To: paul.radous@enron.com Subject: First Union National Bank ("FUNB") Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Sara Shackleton X-To: Paul Radous X-cc: X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_2\Notes Folders\Sent X-Origin: SHACKLETON-S X-FileName: sshackle.nsf Sara Shackleton Enron North America Corp. 1400 Smith Street, EB 3801a Houston, Texas 77002 713-853-5620 (phone) 713-646-3490 (fax) sara.shackleton@enron.com ----- Forwarded by Sara Shackleton/HOU/ECT on 02/13/2001 01:16 PM ----- Sara Shackleton 02/12/2001 06:21 PM To: Tanya Rohauer/HOU/ECT cc: Subject: First Union National Bank ("FUNB") Tanya: There are a few issues left: (1) [re: legal name of our counterparty] According to FUNB, there is no legal entity named "First Union National Bank, Charlotte". If S&P is including the city where FUNB is headquartered as part of their legal name, then S&P is wrong. FUNB has asked that we forward the S&P document that you are looking at. (2) [re: FUNB request to provide us with First Union Corp. financials and your response that it's OK if First Union Corp. signs on as a guarantor] FUNB says that First Union National Bank doesn't prepare annual statements. FUNB can provide quarterly call reports (with YTD info) which is also available on the FDIC page (www.fdic.gov). FUNB annual financials also available on EDGAR. I don't know what a call report is and FUNB did not offer up First Union Corp. as a guarantor. (3) [re: 10 year bonds which you agreed to accept as Eligible Credit Support] I don't know what the "usual haircut" is on these issues. You said 90% or 95%. Legal no longer offers up bonds in our documents which is why we haven't discussed haircuts lately. (4) [re: the Specified Conditions of Tax Event, Tax Event Upon Merger and Credit Event Upon Merger] FUNB would rather terminate than collateralize Transactions (and eliminate obligations to transfer in avoidance of termination). If a Specified Condition exists, then there is no obligation to deliver collateral to that party (experiencing the Specified Condition) and a Secured Party could exercise all remedies available to it against the Pledgor. (I think that we have a different philosophy in that we would prefer to preserve Transactions). I'm more willing to give in on the tax events (but global mergers could force that issue and the agreement basically requires the Affected Party to try to transfer the Transaction to avoid termination). Please let me know if you have any questions. Thanks. Sara Sara Shackleton Enron North America Corp. 1400 Smith Street, EB 3801a Houston, Texas 77002 713-853-5620 (phone) 713-646-3490 (fax) sara.shackleton@enron.com