John:
I have reviewed the new draft and just have a few nits which I will send 
you.  My only disagreement is with the LC language.  We feel very strongly 
that we need the LC provisions and the form of lc.  The LC provisions are 
between us and you and have nothing to do with the LC bank who will be 
issuing the LC.  They set forth the mechanics for the rights that each party 
has with respect to any LC that is issued for its benefit.  These mechanics 
need to be agreed to ahead of time.  The form of LC ties into these 
mechanics.  Our credit group will work with you when an LC is issued if for 
some reason the language in the LC does not exactly match.  I look forward to 
hearing from you.
Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)



	"Shuttee, John" <ShutteeJ@EPEnergy.com>
	06/09/2000 01:15 PM
		 
		 To: "'Carol St Clair'" <Carol.St.Clair@enron.com>
		 cc: "Shuttee, John" <ShutteeJ@EPEnergy.com>
		 Subject: Enron - our Draft response 6-9


 <<Enron CSA - Our Draft 6-5.doc>>  <<Enron Schedule -Our Draft 6-5.doc>>
> -----Original Message-----
> From: Carol St Clair [SMTP:Carol.St.Clair@enron.com]
> Sent: Thursday, June 08, 2000 5:28 PM
> To: Shuttee, John
> Subject: Status Update
>
> Carol - Attached is the revised draft of our ISDA .  Below are comments on
> your changes we accept, and changes we would like you to consider making:
>
> Schedule:
> 1.    Part 1(c):  Accepted your additional sentence.
> 2.    Part 1(e):  Accepted your original change.
> 3.    Part 1(h):  Incorporated our compromise with your additional phrase.
> 4.    Part 3:      Added certifying resolutions documents, per your
> request.
> 5.    Part 4(a):  Deleted "North America", per your request.
> 6.    Part 4(b):  Added phrase, per your request.
> 7.    Part 4(h):  Governing Law.  Changed to use state of New York laws,
> per our counsel's recommendation.
> 8.    Part 4(j):   Added back in our standard statement regard Netting.
> We would like netting to apply across all Transactions, and we feel there
> is value in supplying the counterparty with separate invoices and
> documentation regarding each Transaction involved in the netting.
> 9.    Part 5(e):  Incorporated your change in wording.
> 10.  Part 5(g):  Incorporated your deletion of words and inclusion of
> affiliates in set-off calculations.  Note this is against our policy, but
> we are willing to compromise.  Also, added back in phrase you originally
> wanted deleted.
> 11.  Part 5(k):  Did not add back in paragraph "Fully-paid transactions"
> (which is part of our standard schedule).
> 12.  Part 5 (m, n, o and p): Kept these paragraphs dealing with Conditions
> Precedent, Transfer, Applicable Rate, and Severability, despite their not
> being part of our standard schedule. Added withholding tax phrase in at
> end of Transfer section.
> 13.  Part 6:  Kept your Part 6 in its entirety, which is a complete
> revision of our Part 6.
>
> Paragraph 13:
> 14. 13(b)(iii):  Incorporated your phrase.
> 15. 13(f):       Dispute resolutions:  Kept your provision for
> alternatives.
> 16. 13(g)(i):   Deleted phrase in last sentence:  "(as defined in
> Paragraph 13(g)(ii))"  Reason - it is defined in this paragraph, not in
> deleted paragraph.
> 17. 13(g)(ii):  Deleted requirement that Qualified Institution have assets
> of at least $10B, per your request.
> 18. 13(g)(iii):  Kept your added paragraph that said any violation if para
> 13(g) constitutes an event of default, if it continues for two local
> business days.
> 19.  13(i)  Kept your added paragraph "Additional Representations and
> Covenants".
> 20. 13(n)(i):  Ignore change.
>
> L/C provisions and Format (Exhibit A and Schedule 1)
> Legal requests that we include neither the LC Provisions nor Schedule 1 as
> Annexs to this ISDA.   Banks tend to have their own  formats, and should
> we ever change banks, we may not be able to comply with this provision if
> the bank is noncoooerative, thus causing us to violate the ISDA.  Instead,
> we would prefer that should margin be called and an LC is issued, that the
> format descrepancies, if any, be ironed out at that time.
>
> John
>
>
>
>
> John:
> Could you please leave me a quick e-mail message and let me know where
> things
> stand on the redraft as my credit people have been asking about it.
> Thanks.
> carol
>
> Carol St. Clair
> EB 3892
> 713-853-3989 (Phone)
> 713-646-3393 (Fax)
>


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 - Enron CSA - Our Draft 6-5.doc
 - Enron Schedule -Our Draft 6-5.doc