Message-ID: <26691771.1075844910862.JavaMail.evans@thyme> Date: Wed, 14 Feb 2001 04:03:00 -0800 (PST) From: sara.shackleton@enron.com To: clement.abrams@enron.com Subject: RE: corporate guaranty - BEAR STEARNS Cc: sheila.glover@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: sheila.glover@enron.com X-From: Sara Shackleton X-To: Clement Abrams X-cc: Sheila Glover X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_2\Notes Folders\Sent X-Origin: SHACKLETON-S X-FileName: sshackle.nsf Clem: Attached to this email you should find a marked version of the Enron Corp. guaranty. A few points: (1) Bear claims that the "cap" language which we typically include is inadequate because the wording implies (under NY law) that if a lesser amount is owed at any time, then the cap is reduced to that amount. I've not heard of this before. I believe that they can send the treatise background info if you'd like. (2) The guaranty covers obligations of ENA in its Bear account and with respect to the margin lending agreement. Bear has added "performance" to the guaranty as a guarantor obligation. ENA's account obligations pertain to the payment of money (margin); under the margin lending agreement, ENA could have to deliver securities sold short in the market pursuant to a loan from Bear. Failure to deliver these securities would trigger a default (which is essentially reduced to a payment of money). (3) Although Bear removed our Setoff/Counterclaim paragraph, you should refer to Par. 5 to see their own version! Please call me to discuss as ENA is anxious to reduce our margin rates with Bear. The Bear lawyer is leaving town tomorrow afternoon. Thanks. 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 02/14/2001 11:46 AM ----- "Meytina, Anna Confidential Memo-Counsel (Exchange)" 02/13/2001 03:06 PM To: "'Sara.Shackleton@enron.com'" cc: "Chernick, Sharon Confidential Memo-Counsel (Exchange)" Subject: RE: corporate guaranty Sara: Per our conversation, attached please find (i) a black lined version of the Guaranty, marked to show our changes, and (ii) the marked and clean Institutional Account Agreement. Please call us once you have had a chance to review the attached documents. Regards, Anna Meytina <<056 Guaranty ( Bear Stearns - Enron Corp Form).doc>> <> <> > -----Original Message----- > From: Sara.Shackleton@enron.com [SMTP:Sara.Shackleton@enron.com] > Sent: Thursday, February 08, 2001 1:40 PM > To: ameytina@bear.com > Subject: corporate guaranty > > Anna: > > Attached is the form of Enron corp. guaranty. > > (See attached file: 056 Guaranty ( Bear Stearns - Enron Corp Form).doc) > > > 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 << File: 056 Guaranty ( Bear Stearns - Enron > Corp Form).doc >> - 056 Guaranty ( Bear Stearns - Enron Corp Form).doc - IAA021301.doc - IAA021301execution.doc *********************************************************************** Bear Stearns is not responsible for any recommendation, solicitation, offer or agreement or any information about any transaction, customer account or account activity contained in this communication. ***********************************************************************