-----Original Message-----
From: Wilhite, Jane 
Sent: Tuesday, September 04, 2001 9:55 AM
To: Mann, Kay; Schuler, Lance (Legal)
Subject: RE: Genuity Buy and Corp Sell (Back to Back)


Kay,
 
We need to incorporate the following components into the Genuity Solutions Inc. Master Agreement:

We need a parent guarantee from Genuity Inc. ($10MM) and are willing to reciprocate (Enron Corp. $10MM).  We need to insert Events of Default with respect to guarantor. (Credit Support Annex section 4 and 5 from our MSA) 
We need to insert netting (MSA section 6.4) and close-out setoff (MSA section 5.7). 
We need to insert the ability to request financial statements from the Guarantor if they are not publicly available (MSA section 8). 
The assignment language needs to be re-amended.  Both parties can only assign to an affiliate that is at least as creditworthy as the existing - i.e. we need to maintain the parent guarantee. (MSA section 10.4). The current amendment is unclear whether or not Genuity is the only party allowed to assign to an affiliate. 
We need a bilateral bankruptcy event of default. (MSA section 5.1(iv)). 
There is no clause regarding disputes of invoices.  We can use our standard language from the MSA.(Section 6.3). 
Do we need to state that we are a forward contract merchant?

Please let me know if you have any questions.
 
Thanks,
 
Jane Wilhite
ext. 35063

-----Original Message-----
From: Mann, Kay 
Sent: Sunday, September 02, 2001 10:42 AM
To: Schuler, Lance (Legal)
Cc: Wilhite, Jane
Subject: RE: Genuity Buy and Corp Sell (Back to Back)


Sounds fine.  I have a copy of what I believe to be the current master, and the confirm states that  a revised master is anticipated, and if signed, may govern the transaction. 
 
Kay

-----Original Message----- 
From: Schuler, Lance (Legal) 
Sent: Sun 9/2/2001 10:13 AM 
To: Mann, Kay 
Cc: Wilhite, Jane 
Subject: FW: Genuity Buy and Corp Sell (Back to Back)



Kay, since you have been involved with Genuity, will you please followup on the proposals below.  Thank you.  Lance. 

W. Lance Schuler 
Enron North America Corp. 
1400 Smith Street 
Houston, Texas  77002 
Phone: 713/853-5419 
Fax:  281/664-4890 
Email:  lance.schuler-legal@enron.com 

 -----Original Message----- 
From:   Wilhite, Jane  
Sent:   Friday, August 31, 2001 3:53 PM 
To:     Sarkissian, Arshak; Lafuze, Molly 
Cc:     Suarez, John; Racicot, Paul; Schuler, Lance (Legal) 
Subject:        *RE: Genuity Buy and Corp Sell (Back to Back) 

Arshak - We will approve this transaction with Genuity Solutions Inc. 

Please note - before any additional transactions with Genuity Solutions or Genuity Telecom occur we must amend the Master Agreement.  CRM does not approve of the form for the Master Agreement with Genuity Solutions, Inc.  There are no events of default with respect to EBS, we need to incorporate set-off language between the two affiliates and we need to push for a parent guarantee.

Molly - please attach these comments to the confirmation for the file. 

Lance - Can we get somebody in legal assigned to help amend this agreement? 

Thanks, 

Jane Wilhite 
ext. 35063 

 -----Original Message----- 
From:   Sarkissian, Arshak  
Sent:   Friday, August 31, 2001 3:44 PM 
To:     Wilhite, Jane; Lafuze, Molly 
Cc:     Suarez, John 
Subject:        RE: Genuity Buy and Corp Sell (Back to Back) 

Genuity MtM~($60,928) 


 -----Original Message----- 
From:   Wilhite, Jane  
Sent:   Friday, August 31, 2001 2:23 PM 
To:     Sarkissian, Arshak; Lafuze, Molly 
Cc:     Suarez, John; Edison, Susan; Racicot, Paul 
Subject:        RE: Genuity Buy and Corp Sell (Back to Back) 

What is the MTM for this deal? 



 -----Original Message----- 
From:   Sarkissian, Arshak  
Sent:   Friday, August 31, 2001 2:18 PM 
To:     Lafuze, Molly; Wilhite, Jane 
Cc:     Suarez, John; Edison, Susan; Racicot, Paul 
Subject:        Genuity Buy and Corp Sell (Back to Back) 



Molly, 

Please find the deal tickets attached.  Lets try to get it out (at least the Genuity piece) today. 

Thanks, 

Arshak. 

 << File: GENUITY-CORP-DEAL-TICKET-8-31-2001-AS.xls >>  << File: GENUITY-CORP-BUY-DS3-1400SMITH-8-31-2001-AS.xls >>