It's pretty darn old and pretty ugly.

1.  It's a Local Currency Form, so we cannot transact cross border/cross 
currency products under it.
2.  We have a 3rd Party Cross Default to Enron Corp. of $25,000,000
3.  We've got market quotation for terminations
4.  No arbitration language
5.  Hard to believe, but we've made no choice of law election
6.  Don't have trade option rep (which probably doesn't matter anymore)
7.  ISDA Defintions refer to 1987 Interest Rate & Currency Exchange Agreement
8.  Setoff language old and doesn't have affiliate language in it
9.  Market Disruption Events not standard
10.  Old "ERMS" Collateral Annex
11.  $10,000,000 Exposure Threshold
12.  Credit Event Upon Merger triggers -0- threshold
13.  LC Only Annex - really old LC language/forms everywhere

This is basically a REALLY old, it looks like heavily negotiated, form.  This 
might be a good time to replace it.  I don't know how much trading we do with 
Apache.



	Tanya Rohauer
	01/25/2001 03:37 PM
		
		 To: Tana Jones/HOU/ECT@ECT
		 cc: 
		 Subject: Re: Fletcher Challenge/Apache Assignment

how old and ugly is the Apache master?


From: Tana Jones on 01/25/2001 02:23 PM
To: Tanya Rohauer/HOU/ECT@ECT
cc:  
Subject: Re: Fletcher Challenge/Apache Assignment  

Don't know about the Shell intermediary part.  I hope that will be spelled 
out in his email.  Also, we have about a 5 year old Local Currency ISDA in 
Place with them, so we could put the trades under that master.  I don't know 
if we want to upgrade the master at this time, or just stay where we are.  He 
said we didn't have a master w/Apache, but when entered my notes into lotus 
notes I noticed we did.  I called him back, he didn't know ERMS was the same 
as ENA.



	Tanya Rohauer
	01/25/2001 02:15 PM
		
		 To: Tana Jones/HOU/ECT@ECT
		 cc: 
		 Subject: Re: Fletcher Challenge/Apache Assignment

Apache is investment grade, but they are not bank quality.  In actuality, I 
think they are about the same quality as Fletcher, regardless of Saul's 
comments.  What is the purpose of the Shell for a day transaction?



From: Tana Jones on 01/25/2001 01:49 PM
To: Tanya Rohauer/HOU/ECT@ECT
cc:  
Subject: Fletcher Challenge/Apache Assignment

Per a conversation I just had with Saul Laureles, an attorney with 
Chamberlain, Hrdlicka, who has been hired to assist Apache/Shell with the 
assignment of the Fletcher Challenge business.  He said:

Fletcher Challenge would like to assign their petro business to Shell 
Holdings for a short time (like one day or so).  Shell would then immediately 
transfer the agreement/transactions to Apache.  He proposes we get a new 
master in place with Apache, since Apache is a better credit than Fletcher 
Challenge.  He said he will send me some letter showing how he would like to 
do this, along with a draft Apache ISDA (without collateral, of course, since 
Apache is such a good credit).  I told him that I can't speak for Credit, but 
we probably are going to have a big problem on that last point.  We never 
enter into masters without a collateral annex attached.  

I'll keep you posted when I hear from him.