Sara:
FYI. Can we talk about this?
Carol
----- Forwarded by Carol St Clair/HOU/ECT on 05/22/2000 10:43 AM -----

Susan Bailey
05/22/2000 09:54 AM

To: Carol St Clair/HOU/ECT@ECT
cc:
Subject:

Carol,

Set forth below are the form issues:

I. Schedule to Master Agreement

A. Credit:

1. Footnote #6 - do we want to include the additional sentence under Part
1(b) for cross default when ENA's/ECC's counterparty is a financial
institution, particular one which is a credit institution of Enron Corp.?
2. Footnote #18 -- how do we handle the 125% exposure issue in the
additional event of default section?
3. Discuss with Rod Nelson as to online matters involving hedge funds.

B. Legal:

1. Carol/Sara to visit with Mark Taylor and/or David Mitchell regarding
Foonote #50 (Trade Option Exemption representation for ECC deals and/or
Canadian counterparties).
2. Carol/Sara to visit with Greg Johnston regarding Footnotes #52 (Canadian
Securities Acts) and any other ECC/Canadian matters.
3. Carol to provide language as to securing Enron Corp. financials thru the
website.
4. Sara to check Footnote #54 regarding the representation as to
"Termination Payments" for governmental counterparties.

II. Paragraph 13 to the Credit Support Annex

A. Credit:

1. Paragraph 13(iv)(C) -- should the "Minimum Transfer Amount" be $0 ?
2. Paragraph 13©(iv) -- should the "Notification Time" be 9:00am (Houston
time)?
3. Prepare list of non-standard credit ratings definition for use by Legal.

B. Legal:

1. Paragraph 13(f)(iv) -- Carol/Sara to discuss with Mark this pulp & paper
provision.
2. Carol to rework language used for the MAC definition of "PV15 of PDP".
3. Exhibit A to Paragraph 13 of Annex A -- Carol/Sara to discuss with Mark
provision (f).
4. Schedule 1 (L/C form) Carol to provide updated language.

The approved form changes are now being made and will be distributed by
mid-day today.

Let me know if have neglected to include anything.

Susan