Rebecca:

Per our conversation, attached please find Clorox's blackline.  You should have Aparna's file including the credit worksheet.  Also, Aparna should have provided you wtih a copy of the ISDA boilerplate (let me know if you need this or anything else).  The credit issues we should focus on include:

(1)  request for cross acceleration [Part 1(b) page 1]
(2)  Cross Default amendment for operational issues [Part 1(b) page 1]
(3)  Credit Event Upon Merger:  use of "materially weaker" definition [Part 1(c) pages 1-2]
(4)  Additional Termination Events:  use of rating downgrade Part 1(i) pages 2-3]
(5)  Delivery of documents [see page 5 comments]
(6)  elimination of "non-reliance" representation [pages 7-8]
(7)  elimination of affiliate setoff [pages 8-9]
(8)  Change to definiton of "Credit Support Amount" [Annex A page 1]
(9)  complete change to Threshold and Independent Amount [Annex A pages 2-3]
(10) "Minimum Transfer Amount" from $0 to $500,000
(11) elimination of the MAC in Par. 13 to the Credit Support Annex [Annex A page 8]
(12)  Enron Corp. guaranty:  elimination of cap [see Enron Corp. guaranty]

I look forward to meeting with you on Wednesday.

Sara Shackleton
Enron Wholesale Services
1400 Smith Street, EB3801a
Houston, TX  77002
Ph:  (713) 853-5620
Fax: (713) 646-3490



-----Original Message-----
From: Bailey, Susan 
Sent: Wednesday, October 17, 2001 2:56 PM
To: Shackleton, Sara
Cc: Cyprow, Jarrod
Subject: FW: Clorox comments



Sara,

Attached are Clorox's comments to our ISDA draft provided to them in April, 2001.  

Jarrod Cyprow would like to schedule a meeting with you on Monday afternoon, October 22nd to discuss Clorox's comments.

Let me know if I may be of assistance.

Susan  
-----Original Message-----
From: lori.pfaffmann@clorox.com [mailto:lori.pfaffmann@clorox.com]
Sent: Wednesday, October 17, 2001 12:28 PM
To: Bailey, Susan
Subject: Re: Clorox comments



Susan,
     Please let me know if this works.  It is a word document.
Lori(See attached file: Swap Agreement Comparison Document.DOC)




"Bailey, Susan" <Susan.Bailey@enron.com> on 10/17/2001 07:25:06 AM

To:   <lori.pfaffmann@clorox.com>
cc:

Subject:  Clorox comments



Lori,

Sorry for all the problems, but I am unable to open the attachment you
directed to Jarrod Cyprow.  Could you please try me again.

I look forward to your comments.


Cordially,
Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3803A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
Email: Susan.Bailey@enron.com



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