Sara -

Looking at the documents received from National Bank of Canada, there are 
some other differences besides the one identified by Rodney below:

 They have added a branch in London (previously only had Montreal and New 
York) and language regarding some under tax reps, and language regarding the 
European Monetary Unit.

There is no language in their agreement regarding arbitration, as well as 
some other items contained in our form.

There is also no language regarding letters of credit.

They have changed the threshold amount.

Their agreement also does not include the pulp & paper information that is in 
the ENA/NBC agreement.

There are some other differences from our form which may or may not be 
material.
---------------------- Forwarded by Stephanie Panus/NA/Enron on 09/27/2000 
11:29 AM ---------------------------
   
	
	
	From:  Rodney Malcolm @ ECT                           09/27/2000 10:49 AM
	

To: Sara Shackleton/HOU/ECT@ECT, Stephanie Panus/NA/Enron@Enron
cc: Finley Biggerstaff/HOU/ECT@ECT 

Subject: Garden State - ISDA documentation

Gang,

Apparently there has been some miscommunication from the folks at National 
Bank of Canada.   My understanding had been that the Master ISDA between 
Garden State and NBC would be exactly the same as the Master ISDA between ENA 
and NBC except the $1mm threshold.  This is not the case.  The attached 
documents are what they believe should be the draft documents which have the 
$1mm threshold difference and an environmental reference that is different.  
Can you please take a little time and quickly look through the document and 
see what else might be different. I'd like to get a general feel for what is 
different so that I can decide the best way to deal with this.

Thanks,
Rodney 





---------------------- Forwarded by Rodney Malcolm/HOU/ECT on 09/27/2000 
10:39 AM ---------------------------


"Pace, Teresa" <Teresa.Pace@tres.bnc.ca> on 09/26/2000 03:45:26 PM
To: rodney.malcolm@enron.com
cc:  
Subject: ISDA documentation


Please find enclosed draft ISDA documentation for Garden State

 <<Guarantee in favor of nbc Enron.doc>>  <<CRSUPP Garden State.doc>>
<<Usacorpo Garden State.doc>>

Please forward all comments to the undersigned

Teresa Pace
Section Manager
Directrice de Section
Legal Documentation-Treasury
Documentation L,gale-Tr,sorerie
Tel: (514) 397-5850
Fax:(514) 394-6271


 - Guarantee in favor of nbc Enron.doc
 - CRSUPP Garden State.doc
 - Usacorpo Garden State.doc