Francisco - Here is an ISDA that Peggy needs in connection with a project she 
is working on in Mexico.  Can you take care of this one?  It looks like it is 
a deal-specific agreement for an interest rate swap or swaps.  Sara can 
probably fill you in on the kinds of changes from our standard form that 
would be ok.
----- Forwarded by Mark Taylor/HOU/ECT on 02/12/2001 06:39 AM -----

	Peggy Banczak
	02/09/2001 09:10 AM
		 
		 To: Mark Taylor/HOU/ECT@ECT
		 cc: 
		 Subject: Fwd: Enron Monterrey Project - Draft ISDA Master Agreement Schedule

Mark

Attached are some comments from Enron's outside counel on the draft ISDA 
Master Agreement which I forwarded to you earlier this week.

Could you please advise who is reviewing this document and when their review 
might be completed.

Thank you for your assistance.
----- Forwarded by Peggy Banczak/HOU/ECT on 02/09/2001 09:09 AM -----

	"Nancy Jo Nelson" <nnelson@bracepatt.com>
	02/08/2001 02:38 PM
		 
		 To: "Carlyn Carey" <ccarey@bracepatt.com>, <rlopezv@lvha.com.mx>
		 cc: "Robert Stephens" <rstephens@bracepatt.com>, 
<michael.garberding@enron.com>, <peggy.banczak@enron.com>
		 Subject: Fwd: Enron Monterrey Project - Draft ISDA Master Agreement Schedule


Attached is the email forwarding the draft swap agt with SG.

Rogelio--please take a look at the docs required in Part 3-- some changes 
will need to be made I am sure to reflect that EEIM is a Mexican 
company--please fax me a markup with your suggested changes.  It looks like 
we are going to need Mexican Power of Attorney for CT Corp. for this 
agreement also.

Carlyn--please look at the CT Corp. appointment letter and let me know if any 
hedging agt is contemplated to be included.  We may need a separate 
appointment letter for this document (see Part 5, clause (vi)) -- note also 
that the jurisdictional consent language is different than in the Loan Agt 
and most of the other IDB docs--I don't think we care but I will point it out 
to SG--they may want to conform the language to have the same court 
jurisdiction.

Mike--on substantive issues, please call me when you get back into town and 
have a moment to talk.  I spoke with one of my partners in Houston who is 
much more familiar with swaps and he thinks it looks ok for the most part--I 
have only a few questions/comments for you.

Thanks all!

Nancy Jo Nelson
Bracewell & Patterson, L.L.P.
2000 K Street, N.W., Suite 500
Washington, DC   20006-1872
direct phone: (202) 828-5843
direct fax: (202) 857-2120
email: nnelson@bracepatt.com
cell phone: (202)251-6956
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From: "Peterson, Bruce" <BPeterson@hunton.com>
To: "'Kerrigan, Brian'" <brian.kerrigan@enron.com>, "'Irvin, Steven'"  
<sirvin@enron.com>, "'Garberding, Michael'"  <michael.garberding@enron.com>, 
"'Banczak, Peggy'"  <peggy.banczak@enron.com>, 'Robert Stephens' 
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Cc: "'Weizman, Leif'" <LEIFW@iadb.org>, "'De Castro, Denis Roberto'"  
<DENISDC@iadb.org>, "'jeffrey.wood@us.socgen.com'"  
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"'Robert.LASKY@us.socgen.com'" <Robert.LASKY@us.socgen.com>
Subject: Enron Monterrey Project - Draft ISDA Master Agreement Schedule
Date: Fri, 2 Feb 2001 11:11:45 -0500
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Attached at the request of IDB is a draft ISDA Master Agreement Schedule for
the Monterrey project Hedging Agreements.  A preliminary draft of this
document has been circulated and discussed between IDB and SG, but this
draft is being circulated concurrently to all parties and has not yet been
finally between the Banks.



Bruce D. Peterson
Hunton & Williams
1900 K Street, N.W.
Washington, D.C. 20006
Tel. 202.955.1521
Fax 202.778.2201


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 - Enron   SG SWAP Schedule(v2).DOC