Harlan E. Murphy
Enron Wholesale Services - Legal
1400 Smith Street, EB 3811
Houston, Texas 77002
Tel: 713.345.2679
Fax: 713.646.3490
E-mail: Harlan.Murphy@Enron.com

 -----Original Message-----
From: 	Rohauer, Tanya  
Sent:	Tuesday, November 13, 2001 6:25 PM
To:	Murphy, Harlan
Cc:	Schneider, Chip; St. Clair, Carol
Subject:	FW: BNPP/Enron Master Netting, Setoff, and Security Agreement

Transactions to be included:

ENA/ BNPP ISDA
ECTRIC/BNPP ISDA
ECL/BNPP ISDA
ECTD/BNPP physical UK gas business

Bill does not want to include any of the brokerage agreeements.  Also, I beleive we have kept Metals out of everyhting thus far and should continue to do so.  One point of note in the document is section 2 BNPP appears to have modified the language such that the Non Defaulting party can cherry pick which agreements it wants to terminate - this is unacceptable. To be honest, I am going to need your help walking me through this document as they have changed so much I am unclear in many instances  what their changes accomplish.  Please advise.

Thanks,
Tanya


 -----Original Message-----
From: 	Murphy, Harlan  
Sent:	Monday, November 12, 2001 11:02 AM
To:	Rohauer, Tanya
Subject:	FW: BNPP/Enron Master Netting, Setoff, and Security Agreement



Harlan E. Murphy
Enron Wholesale Services - Legal
1400 Smith Street, EB 3811
Houston, Texas 77002
Tel: 713.345.2679
Fax: 713.646.3490
E-mail: Harlan.Murphy@Enron.com

 -----Original Message-----
From: 	"Lech Kalembka" <Lech.Kalembka@cwt.com>@ENRON  
Sent:	Monday, November 12, 2001 9:23 AM
To:	Murphy, Harlan
Subject:	BNPP/Enron Master Netting, Setoff, and Security Agreement




Lech Kalembka
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY  10038
Tel.: (212) 504-6918
Fax: (212) 504-6666
E-mail: lech.kalembka@cwt.com
----- Forwarded by Lech Kalembka/NY/CWT on 11/12/2001 10:20 AM -----

                    "David Rosen"
                    <dcrosen@home        To:     lech.kalembka@cwt.com
                    .com>                cc:     SFPacious@aol.com,
                    Office:              shaun.pacious@americas.bnppariba
                                         s.com, sgrosshandler@cgsh.com,
                    11/11/2001           john.powers@americas.bnpparibas.
                    05:49 PM             com, jpowers01@aol.com,
                                         drosen@cgsh.com
                                         Subject:     BNPP/Enron Master
                                         Netting, Setoff, and Security
                                         Agreement







Dear Lech:

I have attached a version of the proposed Master Netting,  Setoff, and
Security Agreement between Enron Group and BNP Paribas Group,  subject to
BNP Paribas' review, along with a redline against Enron's form.   I have
also faxed the same to you at 212 945-2911.  We  would like to discuss the
draft with you tomorrow morning with a view to its  execution by tomorrow
afternoon.  Seth may be reached at 212 572-5317, and  I may be reached at
212 572-5398.

Yours truly,



David Rosen
Not yet admitted to the bar

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(See attached file: Master Netting (redline against Enron Form).doc)
(See attached file: MASTER NETTING.doc)

==============================================================================
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==============================================================================
 - Master Netting (redline against Enron Form).doc 
 - MASTER NETTING.doc