In non-default situations the Lenders allow the banks to have rights and 
typically substantial input on waivers modifications etc.  As you can imagine 
the IFC would not want the liability of being responsible to B banks if they 
changed the deal without their consent and the B banks would e uncomfortable 
turning over that right to a third party.  They would lose control of the 
credit process.






Richard Quek@ECT
02/18/2001 11:50 PM
To: Rob G Gay/NA/Enron@ENRON
cc:  

Subject: Re: IFC Precedents  

Rob,

Thanks for the feedback. Does the IFC veto cover all waivers, consents, 
approvals, etc (except for those that require unanimous approval like changes 
to pricing, tenor, security, etc, of course)?

On the prepayment penalties (other than the customary break-funding costs), 
what have you seen, in terms of the levels imposed?

Regards,
Richard



Rob G Gay@ENRON
02/15/2001 03:48 AM
To: Peter N Anderson/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Richard Quek/SIN/ECT@ECT 

Subject: Re: IFC Precedents  

There are prepayment penalties associated with IFC loans.  As to the lender 
Veto, the Veto should only apply to the banks covered by their umbrella and 
should not be applicable to the relationship to other MLA's or uncovered 
lenders.  For instance if OPIC is lending $50MM, FMO $10MM, and the B banks 
$40MM, the voting rights should be 50% for OPIC and 50% FMO (since FMO is the 
lender of record for the B banks).  Unanimous consent items would then 
require both OPIC and FMO to consent.



Peter N Anderson@ENRON_DEVELOPMENT
02/14/2001 10:45 AM
To: Rob G Gay/NA/Enron@Enron
cc:  

Subject: IFC Precedents

Rob-

I told Richard that I had no experience with IFC.  Suggested that you may 
have.

Regards
---------------------- Forwarded by Peter N Anderson/ENRON_DEVELOPMENT on 
02/14/2001 10:44 AM ---------------------------


Richard Quek@ECT
02/14/2001 10:34 AM
To: Peter N Anderson/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:  

Subject: IFC Precedents

Peter,

As you might know, we are in the midst of discussions with a group of lenders 
on the Bulacan project in the Philippines. The lender of record if the FMO 
(Netherlands Development Finance Corporation) and the structure is modelled 
on the IFC "A" and "B" loan structure. As the "A" loan lender, FMO is saying 
that they want veto rights over all decisions that are to be taken by the 
lenders. Do you know if the IFC has such veto rights in their facilities - 
will greatly appreciate your feedback on this asap. In addition, does the IFC 
impose prepayment penalties?

Regards,
Richard