Dear David, 

I am a little surprised about Westpac's email since we have not seen an 
official final version of the Schedule yet.

Last night I sent Westpac a mark-up of a Schedule they sent on 4.5.00. A few 
typos needed to be fixed (I will fax the Schedule which shows my comments 
dated 4.10.00). If they correct those - then the Schedule should in a final 
form. Re: the MAC - Rod Nelson from Credit agreed that it need not be 
included (if you think about it - the MAC would have benefited them more than 
us anyway). 

Attached please find the Enron Corp. Guarantee was heavily negotiated and 
finally agreed with Westpac (and Clement, of course).



Please come back to me directly if you have any questions or if Westpac tries 
to deviate from the agreed ENA Schedule.

Kind regards, 

Shari 

---------------------- Forwarded by Shari Stack/HOU/ECT on 04/11/2000 11:17 
AM ---------------------------


Sara Shackleton
04/11/2000 08:22 AM
To: Shari Stack/HOU/ECT@ECT
cc:  
Subject: ISDA Master Agreement on behalf of Enron Australia Finance Pty 
Limited

Are you going to respond to David? Has this Master been executed?  Sara
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 04/11/2000 
09:20 AM ---------------------------


David Minns@ENRON_DEVELOPMENT
04/11/2000 12:26 AM
To: Shari Stack@ECT
cc: Sara Shackleton@ECT 
Subject: ISDA Master Agreement on behalf of Enron Australia Finance Pty 
Limited

Shari, Westpac have contacted me re putting in place an ISDA with EAF. As far 
as we ar concerned it will cover just power trades and commodities. A couple 
of questions. 

Our credit sheet required a MAC trigger (fall below BBB-) for additional 
credit support. Was this changed? The ISDA Schedule Westpac sent me has no 
such provision?  
Can I have a copy of the Enron Corp.guaranty you finally settled with 
Westpac?  

 Thanks
    
---------------------- Forwarded by David Minns/ENRON_DEVELOPMENT on 
04/11/2000 04:17 PM ---------------------------


mlindeman@westpac.com.au on 04/11/2000 03:16:02 PM
To: david.minns@enron.com
cc:  

Subject: ISDA Master Agreement on behalf of Enron Australia Finance Pty 
Limited




David,

Further to our telephone conversation, please find attached a draft copy of 
the
Schedule to the ISDA Master Agreement.  I have based this draft on the 
recently
completed agreement between Westpac and Enron North America Corp and your 
draft
sent to me in September last year.

I would be grateful if you could review this draft and advise me of any 
comments
that you may have.  If you require a copy of the American Schedule, please let
me know and I will be happy to forward one to you.

As a  Guarantee is to be provided by Enron Corp, I would be grateful if you
could supply a copy of this document for our review.

Please do not hesitate to contact me on any  of the numbers below should you
have any questions.

Thank you for your assistance and I look forward to hearing from you very
shortly.

Regards


Margaret Lindeman
Documentation Administrator
Documentation Support, Markets
IB Legal
Direct Telephone:   9284 8671
Facsimile Number:   9283 1861
Email Address:      mlindeman@westpac.com.au

(See attached file: 3050 enron australia finance.doc)

 - 3050 enron australia finance.doc