It seems that there are only a few issues for me to respond as to and these 
are below.  You can handle the rest, I think.  Also, he jumped on the L/C 
removal language that we discussed.

[references are to numbered paragraphs below]
(2)  OK
(5)  Did you ever receive a response from Rhett?
(7)  Per already responded to you.  Please find out if CP has Cayman counsel.
(11)  These are two separate issues.  Short of a conversation, it sounds like 
he is confusing payments on Early Termination with consequential damages.  
The former will capture unpaid premiums in the event of an Early Termination 
based upon failure to pay.
(12)  Need to be consistent for both parties.
(14)  Is he right?
(15)  Verify with Rod.
(17)  I think I reviewed this point already, didn't I?
(19)  Check with Rod and I'll also review.


From: Susan Flynn on 05/09/2000 08:19 AM
To: Per Sekse/NY/ECT@ECT, Sara Shackleton/HOU/ECT@ECT
cc:  
Subject: Re: ISDA with The Ospraie Portfolio Ltd.

 See Tudo's comments to our revised draft of the ISDA below. 


----- Forwarded by Susan Flynn/HOU/ECT on 05/09/2000 08:19 AM -----

	"Daniel A Harris" <dharris@shearman.com>
	05/09/2000 05:47 AM
		 
		 To: "Susan Flynn" <Susan.Flynn@enron.com>
		 cc: 
		 Subject: Re: ISDA with The Ospraie Portfolio Ltd.





Susan,

Thank you for the revised drafts. My comments are as follows:

(1) Please date the Master Agreement as of February 1, 2000.

(2) Part 1(a) -Specified Entities. As Enron Corp guarantees the performance of
Enron NAC's obligations under the Agreement, please add the words "Enron Corp,
but only to the extent that Enron Corp is a Credit Support Provider". This 
seems
reasonable.

(3) Please re-number the pages so that the Schedule starts on page 19 and the
Paragraph 13 starts on page 11.

(4) Part 1(e) - Payments on Early Termination. I am checking with Tudor as to
whether they are agreeable to Loss for trades going out beyond two years. I
would say, however, that I am not aware that they have agreed to this with any
other counterparty. That said, Per's point that the trades are much shorter 
than
this is noted.

(5) Part 2(b) - Payee tax reps. Ospraie never makes payee tax reps other than
relating to its place of incorporation.  If this is an important point for 
you,
I will get out tax group involved.  However, Tudor prefers that neither party
makes payee tax reps.

(6) Part 3(b) - Documents to be Delivered.  Party B annual financials - should
read "... 120 days after the end of its fiscal year".

(7) Part 3(b) - legal opinion. Please confirm that you will pay the costs of
Cayman counsel.

(8) Part 4(h) - Jurisdiction.  I am checking with Tudor as "any court" is much
broader than the non-exclusive jurisdiction of the NY courts.

(9) Part 5(b)(g) - Commercial User rep. Tudor cannot make this rep. Please
replace with the following: "Party A represents, with respect to Options, that
it is a producer, processor, commercial user of, or merchant handling, the
commodity subject to the Transaction or the products or byproducts thereof, 
and
is entering into each Option Transaction solely for purposes related to its
business as such".

(10) Part 5(f) - Procedures for Entering into Transactions. Please remove the
word "deemed" in the last line. This is no longer relevant.

(11) Part 5(i). I am checking with Tudor. Is the "no consequential damages"
consistent with Part 7 which expressly provides for the payment of out of 
pocket
expenses, the costs of a delta hedge etc. on non-payment of premium in a
currency option?

(12) Part 5(k) - Transfer.  For the part of the paragraph relating to Party A,
please change the proviso to read "and provided that such transfer will not 
give
rise to adverse tax consequences to Party B or to a Termination Event or an
Event of Default, and the proposed transfer would not adversely affect Party 
B's
existing netting or set-off rights or under applicable law".  The part of the
paragraph relating to Party B should provide: "Party B may transfer its rights
and obligations under this Agreement with the prior written consent of Party 
A,
such consent not to be unreasonably withheld."  These amendments are intended 
to
be reasonable and fair to both sides.

(13) Part 6 - line 2 "Definitions" - typo.

(14) Part 7(b) - please remove the reference to "ISDA". The FX Definitions are
previously defined in Part 5(e).

(15) Para 13(b)(ii). Please include longer term Treasuries. My understanding 
is
that this is what has been agreed, but please let me know if this is not your
understanding and I will check with Tudor.

(16) Para 13 (b)(iii). Please remove the reference to L/Cs.

(17) Para 13(d) - Specified Condition (Tax Event) should refer to Section
6(b)(ii) and Specified Condition (TEUM) should refer to Section 6(b)(iii).

(18) Para 13(g). I will check with Tudor.

(19) Para 13(g). I think references to "Downgraded Party" and "Credit Rating
Event" are inappropriate. Please clarify. Is there any way you will agree to 
the
provisions of Paragraph 6(c) without more? What seems to be important is that
the Secured Party is not a Defaulting Party - i.e. Para 13(g)(i)(1) (not (2)).
This is consistent with Para 6(c) of the pre-printed form. Para 13(h) is 
related
to this issue.

(20) Para 13(i) and (j) - please remove. L/C-related provisions are no longer
relevant.

I look forward to receving revised drafts of the Schedule, Paragraph 13 and
guarantee in due course.

Kind regards.








"Susan Flynn" <Susan.Flynn@enron.com> on 09/05/2000 01:18:56


To:   Daniel A Harris/LN/EU/ShS@ShSDOMAIN
cc:   "Per Sekse" <Per.Sekse@enron.com>, "Sara Shackleton"
      <Sara.Shackleton@enron.com>

Subject:  ISDA with The Ospraie Portfolio Ltd.






     Please the attached letter, revised draft of the ISDA Schedule and Credit
Support Annex, and redline of the ISDA Schedule and Credit Support Annex 
marked
to show the changes made from the previous version.



(See attached file: 164ltr.doc)


(See attached file: 347ctr-a.doc)


(See attached file: 347CTR-A(RED).DOC)


 - 164ltr.doc
 - 347ctr-a.doc
 - 347CTR-A(RED).DOC