John - While we can delete Part 6 it then becomes necessary to add additional 
language in each confirmation which is not part of the templates for 
transactions used by the back office.  Each transaction would therefore 
require significant additional time and effort to prepare making it more 
cumbersome to do business with that counterparty.  There is no down-side to 
having the language in the master - the whole point of the master is that we 
agree to these things now so we don't have to deal with them at the confirm 
stage.  You can say "it's enough if the terms are referred to in the 
confirmation" for ALL of the terms of the master.  Since we would insist on 
the appropriate provisions being in the confirm in any event, if they have a 
problem with this language we need to know now what the problem is.  With 
respect to the CSA, that is an issue for Credit.  It is certainly not 
necessary to have a valid agreement but it is necessary if you want to insist 
on collateral.  In this case, if IBJ is a stronger credit than Enron it may 
well be that the csa is more of a burden than a benefit.  It strikes me as 
disingenuous to say that they don't have the internal systems for csa's with 
nonfinancial counterparties - the same systems would work for nonfinancial 
parties as well as financial parties.  



	John Viverito@ENRON
	08/30/2000 07:49 PM
		 
		 To: Mark Taylor/HOU/ECT@ECT
		 cc: Jonathan Whitehead/AP/Enron@Enron
		 Subject: Re: IBJ ISDA MASTER AGREEMENT

Mark-

We have received some preliminary comments from IBJ, attached hereto for your 
review.  Please give me your thoughts regarding deletion of Part 6 of the 
Schedule and not utilizing the CSA.

Thanks,

John
----- Forwarded by John Viverito/Corp/Enron on 08/30/2000 07:44 PM -----

	"Yamato Konishi" <yamato.konishi@ibjbank.co.jp>
	08/30/2000 07:59 AM
		 
		 To: <John.Viverito@enron.com>
		 cc: <Jonathan.Whitehead@enron.com>, "Tom Bruce-Jones" 
<Tom.Bruce-Jones@enron.com>, "teruyo.suzuki" <teruyo.suzuki@ibjbank.co.jp>, 
"Maeda san" <kazunobu.maeda@ibjbank.co.jp>
		 Subject: Re: IBJ ISDA MASTER AGREEMENT

Dear Mr.Viverito

Thank you very much.
Now we start checking your draft and maybe we can return comment on this
Friday.

Please be advised following points at this time.
1)Part 6 on the schedule is needed to be deleted.
  We think that it's enough if the terms in Part 6 are referred in the
individual confirmation.
2)ISDA Credit support annex is not acceptable
  Unfortunately, we don't have internal system for concluding CSA with
non-financial entity.

Please keep support us for concluding ISDA ASAP for our business in near
future.
If any question, please feel free to contact me.

Best regards,
Konishi /IBJ Tokyo 81-3-3214-1008
----- Original Message -----
From: <John.Viverito@enron.com>
To: <yamato.konishi@ibjbank.co.jp>
Cc: <Jonathan.Whitehead@enron.com>
Sent: Wednesday, August 30, 2000 5:31 PM
Subject: IBJ ISDA MASTER AGREEMENT


> Dear Mr. Konishi,
>
> Attached hereto, is the draft ISDA documentation, for your review.
> Included are the Schedule, the Credit Support Annex and the Enron Corp.
> Guaranty.
>
> I apologize for the delay in the preparation and distribution of these
> documents.
>
> We look forward to receiving your comments.
>
> Best regards,
>
> John Viverito
>
>
> (See attached file: IBJ Schedule 30.08.00.doc)(See attached file: IBJ CSA
> 30.08.00.doc)(See attached file: IBJ EC guarantee 30.08.00.doc)