---------------------- Forwarded by Moazzam Khoja/Corp/Enron on 03/28/2000 
09:51 AM ---------------------------


Moazzam Khoja
03/23/2000 10:31 AM
To: rubeliK@kochind.com
cc: Credit-Desk/LON/ECT@ECT 

Subject: Documents


Ken,

I have recieved the following confirmation from our legal department. The 
message contains information about our ISDA signed between ENA and Koch that 
governs most of the confidentiality events. Attached is the specific 
confirmation draft for the deal. Please note that there is only one provision 
in [] (representations) that we are checking with our outside councels. I am 
told by our lawyers that amendment in this provision will not drastically 
alter the substance of the confirmation. Our lawyers also told me that we 
have internal procedures in place to preclude sharing of information from our 
group to other business groups in Enron. Please let me know if you if need 
any other assistance.

Thanks and Regards
Moazzam

"Draft for discussion.  Not to be executed for any purpose "

---------------------- Forwarded by Moazzam Khoja/Corp/Enron on 03/23/2000 
09:13 AM ---------------------------


"John Metzler" <John.Metzler@ect.enron.com> on 03/23/2000 09:41:37 AM
To: moazzam.khoja@enron.com
cc:  

Subject: Koch CDS over Chesapeake





---------------------- Forwarded by John Metzler/LON/ECT on 23/03/2000 15:39
---------------------------


Edmund Cooper
23/03/2000 15:31

To:   John Metzler/LON/ECT@ECT
cc:   Martin McDermott/LON/ECT@ECT, Bryan Seyfried/LON/ECT@ECT, Paul
      Simons/LON/ECT@ECT

Subject:  Koch CDS over Chesapeake

John,

Herewith the draft ISDA confirmation for the proposed deal with Koch.

There is an executed ISDA Master in place between ENA and Koch Industries Inc.
Worth checking that they are happy to put this transaction under the ISDA.

Please fill in the numbers and blanks.  I'll let you know as soon as I get an
answer from Sullivan and Cromwell.

I am happy for the confo to go out in a draft format (with some not for
execution language on it) if Koch want to look at it before we go ahead.  Let 
me
know.

Also, if  you have any queries do let me know.

Thanks, Edmund.

(See attached file: Koch ISDA CDS (23.03).doc)


 - Koch ISDA CDS (23.03).doc