Re: Schedule to Master ISDA Agreement

Let's discuss. thanks

Anne C. Koehler
Sr. Counsel, ENA
EB 3832
713-853-3448
----- Forwarded by Anne C Koehler/HOU/ECT on 08/24/2000 04:08 PM -----

Clement Abrams@ENRON
08/24/2000 04:05 PM

To: Anne C Koehler/HOU/ECT@ECT
cc:
Subject: Re: Schedule to Master ISDA Agreement

Anne,

I have not done a hard read of the Schedule, but upon briefly reading, I
noticed that in Part 4 (j), there is waiver of jury trial. This is a very
high policy issue for Enron Corp. As a matter of Enron Corp. legal policy,
Enron Corp. cannot agree to waiver of jury trial. This policy is specific to
Enron Corp. and may or may not apply to the operating companies. If there
was an agreement to such a term, it would require approval by Mr. Derrick. I
can only recall one time that Mr. Derrick approved the waiver. Also, in Part
4(h), by virtue of the language, Enron Corp. agrees to jurisdiction in any
court. If jurisdiction is to be contractually agreed upon (and silence is
not an option), the choices should be Texas (which in this case is probably
not an option) or New York, with the specific courts being the United States
District Court for the Southern District sitting in Manhattan or, if in state
court, the Commercial Division of the Supreme Court of the State of New York,
County of New York. Let me know your thoughts.

Clement

Anne C Koehler@ECT
08/21/2000 10:56 AM

To: david.howard@fitchratings.com, alyssa.irving@fitchratings.com,
froebam@moody.com
cc: Andrea.V.Reed@enron.com, Tim.Despain@enron.com, acurry@velaw.com,
dkeyes@velaw.com, (bcc: Clement Abrams/Corp/Enron)
Subject: Schedule to Master ISDA Agreement

Attached is a draft of the Schedule to the ISDA Master Agreement to be
entered into between Enron Corp. and ENA CLO I Holding Company I L.P.
Please call if you have any questions or comments.

Anne C. Koehler
Sr. Counsel, ENA
EB 3832
713-853-3448