Thanks for the update on this and all your assistance.

-----Original Message-----
From: Tana.Jones@enron.com [mailto:Tana.Jones@enron.com]
Sent: Monday, November 13, 2000 4:28 PM
To: Clare.Godson@AllenOvery.com
Cc: Sara.Shackleton@enron.com
Subject: RE: FW: Deutsche Bank ISDA Master Agreements



Sara Shackleton, an attorney in our group, is drafting some language that
we will be proposing to Deutsche Bank in response to their request that we
add the Enron companies they do financial business with to the definition
of "Specified Entity".   We have some concern that by adding certain Enron
entities to Specified Entity, a default in a swap transaction could
possibly default certain structured loan transactions with a swap
component, and we are trying to carve those transactions out.

Sara is also working on the FUNB agreement.  I checked with her and the
FUNB agreement we had been working from was so old that we agreed to start
from the latest form of our agreement, so Sara sent Dee Travella at FUNB a
revised draft on 11/8/00.  Sara's direct phone no. is 713/853-5620.




                    Clare.Godson@Alle

                    nOvery.com               To:     Tana.Jones@enron.com

                                             cc:     richard.sage@enron.com

                    11/13/2000 10:09         Subject:     RE: FW: Deutsche
Bank ISDA Master Agreements
                    AM









Tana,

Hope you are well.  I wondered whether you had had any progress on the
final
form of the Deutsche Schedule yet? or any progress on the FUNB documents?
Thanks for your help in keeping us up to date on the status here.

Best regards,

Clare

-----Original Message-----
From: Tana.Jones@enron.com [mailto:Tana.Jones@enron.com]
Sent: Monday, October 30, 2000 7:27 PM
To: Clare.Godson@AllenOvery.com
Subject: RE: FW: Deutsche Bank ISDA Master Agreements



Attached is the final version of the Enron Corp. Guaranty.  Unfortunately,
the ISDA Schedule is in the hands of Deutsche Bank and I need them to turn
around the revised draft.  I'm still working on it.

(See attached file: Deutsche Bank Enron Guaranty4.doc)





                    Clare.Godson@Alle

                    nOvery.com               To:     Tana.Jones@enron.com

                                             cc:
richard.sage@enron.com,
Denis.O'Connell@enron.com
                    10/20/2000 12:22         Subject:     RE: FW: Deutsche
Bank ISDA Master Agreements
                    PM









Tana,

Thanks for this.  It would be very helpful if you could send me the latest
versions of the Guarantee and the Schedule just indicating which is the
only
outstanding point.  That way we can prepare the versions for
EnronCredit.com
Limited based on these and get things as close to finalised pending the
outcome of this last credit point that you refer to.

My fax number is 0207 330 9999.

Many thanks for your assistance.

Kind regards,

Clare

-----Original Message-----
From: Tana.Jones@enron.com [mailto:Tana.Jones@enron.com]
Sent: Thursday, October 19, 2000 7:40 PM
To: Clare.Godson@AllenOvery.com
Subject: RE: FW: Deutsche Bank ISDA Master Agreements



I bet you thought I forgot about you?!

The lawyer up at Enron Corp. just called me and said he just got off the
phone w/Deutsche Bank and they have come to an agreement as to the proposed
form of guaranty.  We have one more credit issue on the master that Credit
would like us to revisit with them, but otherwise I think we close to being
done.  If you would like me to coordinate the execution of the guarantees
you need with Enron Corp., I will be happy to assist you.




                    Clare.Godson@Alle

                    nOvery.com               To:     Tana.Jones@enron.com

                                             cc:

                    10/10/2000 12:57         Subject:     RE: FW: Deutsche
Bank ISDA Master Agreements
                    PM









Many thanks for the update.

-----Original Message-----
From: Tana.Jones@enron.com [mailto:Tana.Jones@enron.com]
Sent: Tuesday, October 10, 2000 1:31 PM
To: Clare.Godson@AllenOvery.com
Subject: RE: FW: Deutsche Bank ISDA Master Agreements



We just received what we hope is a final draft of the documents from
Deutsche Bank, and I hope to respond back to you shortly, once I have had a
chance to confirm they made all the changes.




                    Clare.Godson@Alle

                    nOvery.com               To:     Mark.Taylor@enron.com

                                             cc:     Tana.Jones@enron.com

                    10/10/2000 04:33         Subject:     RE: FW: Deutsche
Bank ISDA Master Agreements
                    AM









Many thanks. Apologies for the error, I obtained Tana's e-mail details from
someone at Enron in London and they had misspelled it for me.

Thanks again for all your help.

Clare

-----Original Message-----
From: Mark.Taylor@enron.com [mailto:Mark.Taylor@enron.com]
Sent: Monday, October 09, 2000 6:00 PM
To: Clare.Godson@AllenOvery.com
Cc: Tana.Jones@enron.com
Subject: Re: FW: Deutsche Bank ISDA Master Agreements



Clare,

Thanks for your note.  Your e-mail trouble is due to the spelling of Tana's
name - should only be one 'n.'  I am forwarding this on to her.

Mark




                    Clare.Godson@Alle

                    nOvery.com               To:     mark.taylor@enron.com

                                             cc:

                    10/09/2000 04:50         Subject:     FW: Deutsche Bank
ISDA Master Agreements
                    AM









Mark,

I am having some problems sending this to Tanna.  her e-mail keeps bouncing
back.  Could you pass this on to her please?

many thanks for your help.

Kind regards,

Clare

>  -----Original Message-----
> From:   Godson, Clare:ICM (LN)
> Sent:   Friday, October 06, 2000 3:16 PM
> To:     'tanna.jones@enron.com'
> Cc:     Markus.Fiala@enron.com; Nicholas.J.Stephan@enron.com;
> Rod.Nelson@enron.com; 'Elaine.Bannerman-Sowah@enron.com';
> edmund.cooper@enron.com; denis.o'connell@enron.com; paul.simons@enron.com
> Subject:     RE: Deutsche Bank ISDA Master Agreements
>
>
> Tanna,
>
> Could you please give me an update on where things stand on the
> finalisation of the Guarantees and Schedule with Deutsche.  I understood
> that the guarantees were with Enron Corp. for final approval and
> signature.  Is the documentation now agreed? As you are aware the
> negotiation of the documentation with EnronCredit.com is dependent upon
> the finalisation of the documentation outstanding with Houston.
>
> Many thanks for your help.
>
> Kind regards,
>
> Clare
>  -----Original Message-----
> From:   Godson, Clare:ICM (LN)
> Sent:   Friday, September 22, 2000 3:06 PM
> To:     'tanna.jones@enron.com'
> Subject:     First Union National Bank (FUNB) ISDA Master Agreements
>
> Tanna,
>
> Thanks for your help on the Goldman Sachs and Deutsche negotiations.  If
> you could keep me posted on the timing of the Deutsche agreements being
> put in place that would be really helpful.  I also have another quick
> request and that relates to the ISDA Master Agreement with FUNB.  I have
> spoken to Delene Travella at FUNB.  They are negotiating an ECTRIC
> Schedule with you in Houston which they want to finalise before
commencing
> EnronCredit.com's negotiation.  Can you give me an update on where this
> negotiation stands and how long before it is likely to be finalised?
>
> Many thanks,
>
> Clare Godson


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