ISDA Master Agreements

Mr. Giordano:

Attached for your review are clean and blacklined drafts of each of the following:

1. Schedule to the ISDA Master Agreement and Paragraph 13 to the ISDA Credit Support Annex - Enron North America Corp. and Catequil Partners, L.P.

2. Schedule to the ISDA Master Agreement and Paragraph 13 to the ISDA Credit Support Annex - Enron North America Corp. and Catequil Overseas Partners, Ltd.

Please provide us with the following information needed to complete Parts 5(p)(b) and 5(p)(d) of each Schedule:

1. Date of each limited partnership agreement; and

2. Date of each investment management agreement.

In addition, please verify that Catequil Associates LLC is the correct party to sign both agreements as general partner of each of the limited partnerships.

Please do not hesitate to contact Frank Sayre (713/345-7894; frank.sayre@enron.com) or me with any questions or comments. We look forward to hearing your comments.

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