Re: IBJ ISDA MASTER AGREEMENT

Mark-

We have received some preliminary comments from IBJ, attached hereto for your
review. Please give me your thoughts regarding deletion of Part 6 of the
Schedule and not utilizing the CSA.

Thanks,

John
----- Forwarded by John Viverito/Corp/Enron on 08/30/2000 07:44 PM -----

"Yamato Konishi" <yamato.konishi@ibjbank.co.jp<
08/30/2000 07:59 AM

To: <John.Viverito@enron.com<
cc: <Jonathan.Whitehead@enron.com<, "Tom Bruce-Jones"
<Tom.Bruce-Jones@enron.com<, "teruyo.suzuki" <teruyo.suzuki@ibjbank.co.jp<,
"Maeda san" <kazunobu.maeda@ibjbank.co.jp<
Subject: Re: IBJ ISDA MASTER AGREEMENT

Dear Mr.Viverito

Thank you very much.
Now we start checking your draft and maybe we can return comment on this
Friday.

Please be advised following points at this time.
1)Part 6 on the schedule is needed to be deleted.
We think that it's enough if the terms in Part 6 are referred in the
individual confirmation.
2)ISDA Credit support annex is not acceptable
Unfortunately, we don't have internal system for concluding CSA with
non-financial entity.

Please keep support us for concluding ISDA ASAP for our business in near
future.
If any question, please feel free to contact me.

Best regards,
Konishi /IBJ Tokyo 81-3-3214-1008
----- Original Message -----
From: <John.Viverito@enron.com<
To: <yamato.konishi@ibjbank.co.jp<
Cc: <Jonathan.Whitehead@enron.com<
Sent: Wednesday, August 30, 2000 5:31 PM
Subject: IBJ ISDA MASTER AGREEMENT

< Dear Mr. Konishi,
<
< Attached hereto, is the draft ISDA documentation, for your review.
< Included are the Schedule, the Credit Support Annex and the Enron Corp.
< Guaranty.
<
< I apologize for the delay in the preparation and distribution of these
< documents.
<
< We look forward to receiving your comments.
<
< Best regards,
<
< John Viverito
<
<
< (See attached file: IBJ Schedule 30.08.00.doc)(See attached file: IBJ CSA
< 30.08.00.doc)(See attached file: IBJ EC guarantee 30.08.00.doc)