Subject: RE: Master Netting Arrangements
From: [email-masked]
To: [email-masked], [email-masked], [email-masked]
Cc: [email-masked]
Date: Mon, 25 Jun 2001 14:43:16 -0700 (PDT)

As noted in the "checklist" for the draft master netting form, the current form of the document does not include any crossborder issues/review, but just highlights the issue.  The master netting arrangements crossborder would need to be scrubbed for insolvency/preference/safe harbor etc. rules, as well as tax matters.  We were able to get comfortable to cross into Canada on the PGE transactions, but there were extra matters that had to be handled in respect of Canada/US tax issues.  I cannot offhand remember the resolution.  Suffice to say, if the credit benefit warrants an aggregation of contracts crossborder, then due diligence for legal and tax would need to be undertaken.  ISDA opinions may be helpful, or at least a place to begin.

(Mark, now there is no demarcation in Outlook to distinguish the Mark Taylors!)

 -----Original Message-----
From: 	St. Clair, Carol  
Sent:	Friday, June 22, 2001 3:50 PM
To:	Cook, Mary
Cc:	Keohane, Peter; Evans, Mark (London Legal)
Subject:	Master Netting Arrangements

Mary:
Looks like credit wants to begin putting in place Master Netting Agreements with some of our major counterparties.  In most cases, we will be dealing with multiple entities on both sides that are organized in the US, UK an Canada.  Assuming that all of these entities have entered into Master Agreements, how comfortable should we be in including all of the entities under one Master Netting Agreement?  Are there consideration, preference etc. issues that we need to be concerned about and has our outside counsel analyzed this for us?  Would we be better off grouping all of the US entities under one and doing the same for the Canadian and UK entities?

I would appreciate hearing from anyone that may have some thoughts about this as credit would like for these to be [put in place by the end of the 3rd quarter.  Thanks.

Carol St. Clair
EB 3889
713-853-3989 (phone)
713-646-3393 (fax)
[email-masked]