Mark,
Per a conversation we had a while ago, one of our traders wants  a copy of a 
traditional isda and the industrial master agreement.  Could I come pick up 
some copies from you?
Thanks,
Kim
35463

---------------------- Forwarded by Kim Stanley/NA/Enron on 11/13/2000 09:34 
AM ---------------------------
   
	
	
	From:  Kevin O'Donnell                           11/13/2000 10:34 AM
	

To: Kim Stanley/NA/Enron@Enron
cc:  

Subject: Re: ISDAs for Trading (Financial Transactions)  

Kim 
would it be possible to get copies of 1 and 2 for a customer ?
thanks beforehand
KO'D



Kim Stanley
10/19/2000 02:49 PM
To: Greg Hermans/Corp/Enron@Enron, Kevin O'Donnell/NA/Enron@Enron, Sean 
Keenan/HOU/ECT@ECT, Rahul Seksaria/Corp/Enron@ENRON
cc: Scott Mills/HOU/ECT@ECT 

Subject: ISDAs for Trading (Financial Transactions)

Team, I spoke with Mark Taylor concerning ISDA's.  According to him, there 
are three possibilities we can use, dependent upon counterparty:

1) Traditional ISDA.  According to Mark, most large and/or international 
companies already have these in place in relation to their interest rate and 
currency hedging programs.  As long as we obtain a contact in their Treasury 
organization, this part of the transaction can be handed off (to them).  
While this is the most complicated agreement, it is very flexible and offers 
the best legal protection.

2) The Industrial Master Agreement.  This agreement is for smaller, domestic 
companies who are not sophisticated borrowers.  This document is around 6 
pages in length and is used to cover tangible commodity financial 
transactions (i.e. steel, gas, NOT weather derivatives).  It is written in 
"plain english", but is restricted to situations in which the counterparty is 
domestic (exception: our candian division could transact with a canadian 
company)

3) The Omnibus Agreement.   Legal does not like to use this agreement because 
it doesn't afford "enough" legal protection (it's never been tested in court 
where multiple transactions with the counterparty were concerned).  It looks 
like a confirm with a legal annex stapled to the back and is used in 
situations where a master agreement has not been signed.  

Otherwise, Mark thinks we look good in terms of legal documentation (at least 
from the financial side).

Kim