Elizabeth:
I agree with their comments, although credit may have something to say about 
the change made in the ISDA language from "owed" to "payable".  Alos, should 
we include affiliates on both sides?

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com



	Elizabeth Sager
	05/08/2001 08:20 AM
		 
		 To: Carol St Clair/HOU/ECT@ECT
		 cc: 
		 Subject: Setoff Provisions

per our discussion yesterday - let me know it you have any thoughts.  thanks
----- Forwarded by Elizabeth Sager/HOU/ECT on 05/08/2001 08:19 AM -----

	"Lech Kalembka" <Lech.Kalembka@cwt.com>
	05/04/2001 09:07 AM
		 
		 To: elizabeth.sager@enron.com
		 cc: "David Mitchell" <David.Mitchell@cwt.com>
		 Subject: Setoff Provisions


We have attached comments on the provisions you sent to David, together
with a brief cover memo.  Please feel free to call us if you have any
questions or comments.

(See attached file: Rider.pdf)

(See attached file: #563799 v1 - Setoff Memo for Sager.doc)

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
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==============================================================================

 - Rider.pdf
 - #563799 v1 - Setoff Memo for Sager.doc