How about changing the last sentence of Par. 8.1(b) to read as follows:

"The Parties shall designate Enron North America Corp. as the calculation agent for the purpose of determining Breakage Costs (such determination being final and binding on ECTRI, GSCI and the Parties) and Enron North America Corp. shall take into consideration the two Quotations and the Estimate and any other information that it in good faith deems relevant."

The above language would preserve each swap party obtaining a quote from an "Authorized Bank" [NOTE:  you need to amend the definition of to provide that ENA must have the ISDA with the bank and not ECTRI!] and properly authorize ENA to serve as calc agent [which you are].  There won't be other changes to the existing Sale and Purchase Agreement.

Let me know what you think.
Sara

 -----Original Message-----
From: 	Su, Ellen  
Sent:	Tuesday, November 13, 2001 8:10 AM
To:	Shackleton, Sara
Subject:	FW: SWAP Unwinding

Sara--

The following message is in regard to Greenfield Shipping.

What is your opinion on this issue?  I will call you to discuss.

Ellen

 -----Original Message-----
From: 	Anderson, Peter N.  
Sent:	Tuesday, November 13, 2001 6:07 AM
To:	Su, Ellen
Cc:	Wesner-Soong, Sarah; Rogers, Daniel R.
Subject:	FW: SWAP Unwinding

Ellen-
FYI.  Let's discuss today.  
Regards

 -----Original Message-----
From: 	hiroyuki.nikaido@mail.mol.co.jp@ENRON  
Sent:	Tuesday, November 13, 2001 5:40 AM
To:	Anderson, Peter N.; drogers2@ei.enron.com
Cc:	itoh@smbc-cm.com; hartley@smbc-cm.com; takeshi_okamoto@gb.smbcgroup.com; takashi.maruyama@mail.mol.co.jp; drb@jsm.com.hk; junji.sakuma@mail.mol.co.jp; Hisashi.Umemura@mol-finance.co.uk
Subject:	SWAP Unwinding

Peter,
Dan,


Please see our opinion about the procedure of Swap Cancellation
as below:


1.We appointed follwoing persons as our swap trader.

     Mr. Michael Hartley
     Ms. Yumi Ito

  of SMBC London


2.How to calculate Swap Breakage Cost

  We understnad the definition of "Reverse Transaction" in the
  Schedule One of the Contract means that banks (and ECTRI)
  calculate breakage cost with theoretical mean interest rate
  excluding any margin,(not with Libid)

Appreciate your confirmation


Regards
H.Nikaido
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