Tanya:  Please see Vitol response below.  Do you generate the credit 
worksheet?  How does London credit fit in here?  Another interesting feature 
here is the use of the multibranch provision for a trading company (Vitol 
isn't a bank, or is it?).  I have never seen this utilized in practice for a 
non-bank entity and have resisted the idea for us.  There is very little 
written about the application of the multibranch party and I think that is 
because it has been understood as applying to banks.  However, would this 
master be a "multibranch master" for us as well?  Sara
----- Forwarded by Sara Shackleton/HOU/ECT on 05/31/2000 10:30 AM -----

	David Fransen <DBF@Vitol.com>
	05/31/2000 09:57 AM
		 
		 To: "'Sara Shackleton'" <Sara.Shackleton@enron.com>
		 cc: "Lee Munden (E-mail)" <lmunden@enron.com>, "David Hardy (E-mail)" 
<dhardy@enron.com>, Gilbert Widmer <GIW@Vitol.com>
		 Subject: Master Agreement (financial) between Enron North A merica Corp. ( 
"ENA") and Vitol S.A. ("Vitol")


Sara

Firstly, thanks for the message. I am indeed the right person for ISDA's in
Vitol. I did meet with your credit people in London ( David Hardy and Lee
Munden) and we did discuss the idea of replacing the existing agreement. I
am at present in our office in Rotterdam, but will be back in Geneva
tomorrow. I therefore do not have the existing agreement with me, but I seem
to remember that it is just signed with Vitol SA Inc, which is the US branch
office of the main trading company in the Vitol Group, Vitol SA, which is a
Swiss company registered in Geneva. I would suggest that you send us a
proposal for an ISDA agreement with Vitol SA, set up as a multibranch
company about to trade out of its Geneva and Houston office, and with Vitol
Holding BV (the ultimate parent company of the group) as the credit support
provider. I would hope that once we have agreed terms for the basic schedule
and credit support annex, we can then easily add other Vitol or Enron
companies as appropriate.

Regards, David

David Fransen
Vitol SA Geneva
Tel : 00-41-22-322-1111

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-----Original Message-----
From: Sara Shackleton [mailto:Sara.Shackleton@enron.com]
Sent: 31 May 2000 15:20
To: dbf@vitol.com
Subject: Undeliverable: Master Agreement (financial) between Enron North
A merica Corp. ( "ENA") and Vitol S.A. ("Vitol")





----- Forwarded by Sara Shackleton/HOU/ECT on 05/31/2000 08:19 AM -----
|--------+----------------------->
|        |          System       |
|        |          Administrator|
|        |          <postmaster@V|
|        |          itol.com>    |
|        |                       |
|        |          05/30/2000   |
|        |          11:31 AM     |
|        |                       |
|--------+----------------------->

>---------------------------------------------------------------------------
-|
  |
|
  |       To:     Sara.Shackleton@enron.com
|
  |       cc:
|
  |       Subject:     Undeliverable: Master Agreement (financial) between
|
  |       Enron North A merica Corp. ( "ENA") and Vitol S.A. ("Vitol")
|

>---------------------------------------------------------------------------
-|




Your message

  To:      ddf@vitol.com
  Cc:      Tanya Rohauer
  Subject: Master Agreement (financial) between Enron North America Corp. (
"ENA") and Vitol S.A. ("Vitol")
  Sent:    Tue, 30 May 2000 17:27:07 +0100

did not reach the following recipient(s):

ddf@vitol.com on Tue, 30 May 2000 17:31:42 +0100
    The recipient name is not recognized
     The MTS-ID of the original message is: c=US;a=
;p=Vitol;l=LDN0040005301631L7L87HSX
    MSEXCH:IMS:Vitol:LONDON:LDN004 0 (000C05A6) Unknown Recipient



Message-ID: <862568EF.005A5FCD.00@notes.ect.enron.com>
From: Sara Shackleton <Sara.Shackleton@enron.com>
To: ddf@vitol.com
Cc: Tanya Rohauer <Tanya.Rohauer@enron.com>
Subject: Master Agreement (financial) between Enron North America Corp. (
"ENA") and Vitol S.A. ("Vitol")
Date: Tue, 30 May 2000 17:27:07 +0100
Return-Receipt-To: Sara Shackleton <Sara.Shackleton@enron.com>
MIME-Version: 1.0
X-Mailer: Internet Mail Service (5.5.2650.21)
X-MS-Embedded-Report:
Content-Type: text/plain;     charset="iso-8859-1"



I am a derivatives lawyer with ENA in Houston and obtained your name through
one
of my traders who is transacting with Jay Carr in Houston (please see
attached
message below).  When I spoke with Jay earlier this month, I asked him for
the
name of a lawyer but was advised that all Vitol lawyers were in New York and
that he would pass my message along to a lawyer.  I am assuming that you are
the
trading lawyer who can assist me with negotiating an ISDA Master Agreement
between our respective companies.  If not, please let me know and feel free
to
pass this message on to the appropriate attorney.  On April 12, 1995, Enron
Capital & Trade Resources Corp., predecessor in title to ENA, and Vitol
S.A.,
Inc. entered into a Master Agreement which is one of ENA's early energy
price
swap agreements.  Since our companies are currently trading weather
derivatives,
I think you would agree that it would be prudent to supersede the existing
agreement with an ISDA Master Agreement.  This relates to my conversation
with
Jay in that we confirmed our weather deals under the existing master but
incorporated the 1991 and 1993 ISDA definitions into the confirms of our
weather
trades.  Please let me hear from you.  You can reach me via email, phone
(713/853-5620) or fax (713/646-3490).
----- Forwarded by Sara Shackleton/HOU/ECT on 05/30/2000 11:14 AM -----
|--------+----------------------->
|        |          Sara         |
|        |          Shackleton   |
|        |                       |
|        |          05/05/2000   |
|        |          11:47 AM     |
|        |                       |
|--------+----------------------->

>---------------------------------------------------------------------------
-|
  |
|
  |       To:     jfc@vitol.com
|
  |       cc:
|
  |       Subject:     Master Agreement (financial) between Enron North
America|
  |       Corp. ("Enron") and Vitol S.A.
|

>---------------------------------------------------------------------------
-|



Jay:  I am a lawyer with Enron.  I called for you on Friday, you're out, and
no
one else could help.  I would like to speak with a Vitol lawyer about (1)
replacing our existing financial master with an ISDA (to accommodate a
broader
range of products) and (2) specifically incorporating the relevant ISDA
definitions into the recent weather transaction confirmations even though
the
master is an early master energy price swap agreement.  Please call me at
713
853-5620 with the information so that we can move quickly.  Thank you for
your
help.  Sara