sounds good.

-----Original Message-----
From: Shackleton, Sara 
Sent: Monday, October 22, 2001 4:01 PM
To: Phillips, Rebecca
Subject: RE: Clorox comments to the ISDA Master Agreement and Credit
Support Annex


How about Thursday at 10 am?  Sara

-----Original Message-----
From: Phillips, Rebecca 
Sent: Monday, October 22, 2001 4:00 PM
To: Shackleton, Sara
Subject: RE: Clorox comments to the ISDA Master Agreement and Credit
Support Annex


Can we move the meeting on Wednesday to Thursday.  I just found out I have an all day workshop.
r

-----Original Message-----
From: Shackleton, Sara 
Sent: Monday, October 22, 2001 3:31 PM
To: Phillips, Rebecca
Cc: Cyprow, Jarrod; Bailey, Susan; Rohauer, Tanya
Subject: FW: Clorox comments to the ISDA Master Agreement and Credit
Support Annex


Rebecca:

Per our conversation, attached please find Clorox's blackline.  You should have Aparna's file including the credit worksheet.  Also, Aparna should have provided you wtih a copy of the ISDA boilerplate (let me know if you need this or anything else).  The credit issues we should focus on include:

(1)  request for cross acceleration [Part 1(b) page 1]
(2)  Cross Default amendment for operational issues [Part 1(b) page 1]
(3)  Credit Event Upon Merger:  use of "materially weaker" definition [Part 1(c) pages 1-2]
(4)  Additional Termination Events:  use of rating downgrade Part 1(i) pages 2-3]
(5)  Delivery of documents [see page 5 comments]
(6)  elimination of "non-reliance" representation [pages 7-8]
(7)  elimination of affiliate setoff [pages 8-9]
(8)  Change to definiton of "Credit Support Amount" [Annex A page 1]
(9)  complete change to Threshold and Independent Amount [Annex A pages 2-3]
(10) "Minimum Transfer Amount" from $0 to $500,000
(11) elimination of the MAC in Par. 13 to the Credit Support Annex [Annex A page 8]
(12)  Enron Corp. guaranty:  elimination of cap [see Enron Corp. guaranty]

I look forward to meeting with you on Wednesday.

Sara Shackleton
Enron Wholesale Services
1400 Smith Street, EB3801a
Houston, TX  77002
Ph:  (713) 853-5620
Fax: (713) 646-3490



-----Original Message-----
From: Bailey, Susan 
Sent: Wednesday, October 17, 2001 2:56 PM
To: Shackleton, Sara
Cc: Cyprow, Jarrod
Subject: FW: Clorox comments



Sara,

Attached are Clorox's comments to our ISDA draft provided to them in April, 2001.  

Jarrod Cyprow would like to schedule a meeting with you on Monday afternoon, October 22nd to discuss Clorox's comments.

Let me know if I may be of assistance.

Susan  
-----Original Message-----
From: lori.pfaffmann@clorox.com [mailto:lori.pfaffmann@clorox.com]
Sent: Wednesday, October 17, 2001 12:28 PM
To: Bailey, Susan
Subject: Re: Clorox comments



Susan,
     Please let me know if this works.  It is a word document.
Lori(See attached file: Swap Agreement Comparison Document.DOC)




"Bailey, Susan" <Susan.Bailey@enron.com> on 10/17/2001 07:25:06 AM

To:   <lori.pfaffmann@clorox.com>
cc:

Subject:  Clorox comments



Lori,

Sorry for all the problems, but I am unable to open the attachment you
directed to Jarrod Cyprow.  Could you please try me again.

I look forward to your comments.


Cordially,
Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3803A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
Email: Susan.Bailey@enron.com



**********************************************************************
This e-mail is the property of Enron Corp. and/or its relevant affiliate
and may contain confidential and privileged material for the sole use of
the intended recipient (s). Any review, use, distribution or disclosure by
others is strictly prohibited. If you are not the intended recipient (or
authorized to receive for the recipient), please contact the sender or
reply to Enron Corp. at enron.messaging.administration@enron.com and delete
all copies of the message. This e-mail (and any attachments hereto) are not
intended to be an offer (or an acceptance) and do not create or evidence a
binding and enforceable contract between Enron Corp. (or any of its
affiliates) and the intended recipient or any other party, and may not be
relied on by anyone as the basis of a contract by estoppel or otherwise.
Thank you.
**********************************************************************