RE: ISDA Master Agreement

I spoke with Frank about your proposed changes and he was okay with your first change, however, the definition of "Investment Policy" does appear in Section 5©(i). What documentation sets forth your investment objectives, restrictions, etc.?

Also, do you have any comments to the forms of guaranty agreements attached to the ISDA?

Finally, we are awaiting copies of Quark's documents, those of its Manager and those of any other relevant entities so that we can review them and verify that there are no issues that would require delivery of a legal opinion.

Thank you for your assistance.

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

-----Original Message-----
From: Dan Bicker <DBicker@paloma.com<@ENRON [mailto:IMCEANOTES-Dan+20Bicker+20+3CDBicker+40paloma+2Ecom+3E+40ENRON@ENRON.com]
Sent: Friday, June 29, 2001 12:06 PM
To: Heard, Marie
Subject: RE: ISDA Master Agreement

Marie,

Thank you very much for the drafts. I believe we are almost there.
Please chack with Frank and see if the following changes are acceptable:

1. Part 5(b)(g)Eligibility. Remove the second rep. for eligible commercial
entity.

2. Part 5(p) Additional Definitions. Quark does not have a prospectus. In
any
case I don't think we need this definition.

I think that may be it.

Dan

-----Original Message-----
From: Heard, Marie [mailto:Marie.Heard@ENRON.com]
Sent: Wednesday, June 27, 2001 5:44 PM
To: DBicker@paloma.com
Cc: Abramo, Caroline; Sayre, Frank; Radous, Paul
Subject: ISDA Master Agreement

Mr. Bicker:

Pursuant to Frank Sayre's request, I am attaching a clean and blacklined
copy of the draft Schedule to the ISDA Master Agreement, together with
the draft Paragraph 13 to the Credit Support Annex, which drafts
incorporate the latest comments and revisions.

Please do not hesitate to contact us with any questions or comments.

Thank you!

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

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