Tanya:  There are a few issues left:  (1) [re:  legal name of our counterparty]  According to FUNB, there is no legal entity named "First Union National  Bank, Charlotte".
If S&P is including the city where FUNB is headquartered  as part of their legal name, then S&P is wrong.
FUNB has asked that we  forward the S&P document that you are looking at.
(2)  [re:  FUNB request to provide us with First Union Corp. financials and  your response that it's OK if First Union Corp. signs on as a guarantor] FUNB says that First Union National Bank doesn't prepare annual statements.
FUNB can provide quarterly call reports (with YTD info) which is also  available on the FDIC page (www.fdic.gov).
FUNB annual financials also  available on EDGAR.
I don't know what a call report is and FUNB did not  offer up First Union Corp. as a guarantor.
(3)  [re:  10 year bonds which you agreed to accept as Eligible Credit  Support] I don't know what the "usual haircut" is on these issues.
You said 90% or  95%.
Legal no longer offers up bonds in our documents which is why we  haven't discussed haircuts lately.
(4)  [re:  the Specified Conditions of Tax Event, Tax Event Upon Merger and  Credit Event Upon Merger] FUNB would rather terminate than collateralize Transactions (and eliminate  obligations to transfer in avoidance of termination).
If a Specified  Condition exists, then there is no obligation to deliver collateral to that  party (experiencing the Specified Condition) and a Secured Party could  exercise all remedies available to it against the Pledgor.
(I think that we  have a different philosophy in that we would prefer to preserve  Transactions).
I'm more willing to give in on the tax events (but global  mergers could force that issue and the agreement basically requires the  Affected Party to try to transfer the Transaction to avoid termination).
Please let me know if you have any questions.
Thanks.
Sara

First Union National Bank ("FUNB")

Tanya: There are a few issues left: (<NUMBER>) [re: legal name of our counterparty] According to FUNB, there is no legal entity named "First Union National Bank, Charlotte".
If S&P is including the city where FUNB is headquartered as part of their legal name, then S&P is wrong.
FUNB has asked that we forward the S&P document that you are looking at.
(<NUMBER>) [re: FUNB request to provide us with First Union Corp. financials and your response that it's OK if First Union Corp. signs on as a guarantor] FUNB says that First Union National Bank doesn't prepare annual statements.
FUNB can provide quarterly call reports (with YTD info) which is also available on the FDIC page (<URL>).
FUNB annual financials also available on EDGAR.
I don't know what a call report is and FUNB did not offer up First Union Corp. as a guarantor.
(<NUMBER>) [re: <NUMBER> year bonds which you agreed to accept as Eligible Credit Support] I don't know what the "usual haircut" is on these issues.
You said <NUMBER>% or <NUMBER>%.
Legal no longer offers up bonds in our documents which is why we haven't discussed haircuts lately.
(<NUMBER>) [re: the Specified Conditions of Tax Event, Tax Event Upon Merger and Credit Event Upon Merger] FUNB would rather terminate than collateralize Transactions (and eliminate obligations to transfer in avoidance of termination).
If a Specified Condition exists, then there is no obligation to deliver collateral to that party (experiencing the Specified Condition) and a Secured Party could exercise all remedies available to it against the Pledgor.
(I think that we have a different philosophy in that we would prefer to preserve Transactions).
I'm more willing to give in on the tax events (but global mergers could force that issue and the agreement basically requires the Affected Party to try to transfer the Transaction to avoid termination).
Please let me know if you have any questions.
Thanks.
Sara
forward document number legal longer entity named union corp financials think different philosophy haven basically requires affected funb did accept eligible credit