David:

Your counterparty is being impossible.  Please see their latest message below.  They won't even send us their draft ISDA until we provide them with every little bit of info.  This is only a draft, not the final one.  It can and probably will be negotiated.

Thanks!

Marie
 -----Original Message-----
From: 	"Rosenthal, Lissa" <lissa.rosenthal@csfb.com>@ENRON [mailto:IMCEANOTES-+22Rosenthal+2C+20Lissa+22+20+3Clissa+2Erosenthal+40csfb+2Ecom+3E+40ENRON@ENRON.com] 
Sent:	Monday, August 27, 2001 9:45 AM
To:	Heard, Marie; Shackleton, Sara
Subject:	RE: ISDA Master Agreement

Marie:

Our legal department is reviewing the guarantee.  We would like to send you
out an ISDA schedule as quickly as possible, but in order to set appropriate
terms our credit department would like a bit more information on ECT
Investment.  Specifically the types, size and frequency of anticipated
trades.  Any color you could offer would be helpful. Thanks again.

Rgds,

Lissa

-----Original Message-----
From: Marie.Heard@enron.com [mailto:Marie.Heard@enron.com]
Sent: Friday, August 24, 2001 11:32 AM
To: lissa.rosenthal@csfb.com
Subject: RE: ISDA Master Agreement


Lissa:

Enron Corp. does not give unlimited guaranties.  The amount will be
determined by our Credit Department based upon the credit in your draft
ISDA.

Marie

    -----Original Message-----
   From:   "Rosenthal, Lissa" <lissa.rosenthal@csfb.com>@ENRON

[mailto:IMCEANOTES-+22Rosenthal+2C+20Lissa+22+20+3Clissa+2Erosenthal+40csfb+
2Ecom+3E+40ENRON@ENRON.com]


   Sent:   Friday, August 24, 2001 10:10 AM
   To:     Heard, Marie
   Subject:  RE: ISDA Master Agreement

   Marie,

   One more quick question.  In line 1 (b) below in the guaranty, the cap
   amount of the guarantee was left blank.  Is Enron willing to not cap the
   guaranty amount, or does this term still need to be negotiated?  Thanks,

    - Lissa

   "1 (b)  The aggregate amount covered by this Guaranty shall not exceed
   U.S.
   $________."

   -----Original Message-----
   From: Heard, Marie [mailto:Marie.Heard@enron.com]
   Sent: Thursday, August 23, 2001 4:37 PM
   To: lissa.rosenthal@csfb.com
   Subject: ISDA Master Agreement


   Lissa:

   I must be having problems with my e-mail as I tried to reply to yours
   and was told it couldn't be delivered, so that's why I'm sending you a
   new one rather than a reply.

   Attached is the proposed form of guaranty that Enron Corp. will provide.
   ECT Investments would only collateralize above the threshold, since you
   would have a guaranty for the rest.

   We look forward to receiving your schedule.

   Marie

   Marie Heard
   Senior Legal Specialist
   Enron North America Corp.
   Phone:  (713) 853-3907
   Fax:  (713) 646-3490
   marie.heard@enron.com


                      <<csfbguar(ect inv.).doc>>


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