Tanya:  I'd like to send our Schedule to Rabobank today since we will be off 
Monday, Jan. 15 and I have been called for jury duty on Tuesday, Jan. 16.  I 
will ask Angela Davis (a finance lawyer with swap experience who is helping 
us out on the structured deals) to handle this for me.  I don't want to deal 
with Rabobank's form of Schedule as a basis for discussion and I am told that 
this deal closes Friday, Jan. 19..

A voice mail would be greatly appreciated.  Thanks.  Sara

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 01/12/2001 09:18 AM -----

	Sara Shackleton
	01/10/2001 12:23 PM
		 
		 To: Tanya Rohauer/HOU/ECT
		 cc: Angela Davis/NA/Enron@Enron
		 Subject: Project Cerberus - amended to introduce the swap counterparty 
Rabobank ("Rabo")

Tanya:

Enron Corp, (global finance) has a FASB 125 structured deal executed in Dec., 
2000 which requires amendment for tax purposes.  A new  total return equity 
swap on EOG stock will need to be executed between ENA and Rabo.  ENA must be 
the swap counterparty ("normal course of business") for the legal opinion 
which must be issued for the structure.  I would like to send Rabo our ISDA 
format so as to avoid any surprises; time is short.  I assume we do not want 
a CSA but will require an Enron Corp. guaranty.  Do we want cross default and 
Credit Event Upon Merger to apply to the parties?   Do we want to 
add/eliminate additional events of default?  The ultimate Schedule will 
probably look very different from our standard but we need to urge our format 
as much as possible.  

Please call me to update.  This update is currently scheduled to close next 
Friday.  Thanks.  Sara

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com