RE: Clorox comments to the ISDA Master Agreement and Credit Support Annex I will be out of the office tomorrow and Thursday. Can we get together Friday morning to just review what you discuss. Thanks, Jarrod -----Original Message----- From: Shackleton, Sara  Sent: Monday, October 22, 2001 3:31 PM To: Phillips, Rebecca Cc: Cyprow, Jarrod; Bailey, Susan; Rohauer, Tanya Subject: FW: Clorox comments to the ISDA Master Agreement and Credit Support Annex Rebecca: Per our conversation, attached please find Clorox's blackline.  You should have Aparna's file including the credit worksheet.  Also, Aparna should have provided you wtih a copy of the ISDA boilerplate (let me know if you need this or anything else).  The credit issues we should focus on include: (1)  request for cross acceleration [Part 1(b) page 1] (2)  Cross Default amendment for operational issues [Part 1(b) page 1] (3)  Credit Event Upon Merger:  use of "materially weaker" definition [Part 1(c) pages 1-2] (4)  Additional Termination Events:  use of rating downgrade Part 1(i) pages 2-3] (5)  Delivery of documents [see page 5 comments] (6)  elimination of "non-reliance" representation [pages 7-8] (7)  elimination of affiliate setoff [pages 8-9] (8)  Change to definiton of "Credit Support Amount" [Annex A page 1] (9)  complete change to Threshold and Independent Amount [Annex A pages 2-3] (10) "Minimum Transfer Amount" from $0 to $500,000 (11) elimination of the MAC in Par. 13 to the Credit Support Annex [Annex A page 8] (12)  Enron Corp. guaranty:  elimination of cap [see Enron Corp. guaranty] I look forward to meeting with you on Wednesday. Sara Shackleton Enron Wholesale Services 1400 Smith Street, EB3801a Houston, TX  77002 Ph:  (713) 853-5620 Fax: (713) 646-3490 -----Original Message----- From: Bailey, Susan  Sent: Wednesday, October 17, 2001 2:56 PM To: Shackleton, Sara Cc: Cyprow, Jarrod Subject: FW: Clorox comments Sara, Attached are Clorox's comments to our ISDA draft provided to them in April, 2001.   Jarrod Cyprow would like to schedule a meeting with you on Monday afternoon, October 22nd to discuss Clorox's comments. Let me know if I may be of assistance. Susan   -----Original Message----- From: lori.pfaffmann@clorox.com [mailto:lori.pfaffmann@clorox.com] Sent: Wednesday, October 17, 2001 12:28 PM To: Bailey, Susan Subject: Re: Clorox comments Susan,      Please let me know if this works.  It is a word document. Lori(See attached file: Swap Agreement Comparison Document.DOC) "Bailey, Susan"  on 10/17/2001 07:25:06 AM To:    cc: Subject:  Clorox comments Lori, Sorry for all the problems, but I am unable to open the attachment you directed to Jarrod Cyprow.  Could you please try me again. I look forward to your comments. Cordially, Susan S. Bailey Enron North America Corp. 1400 Smith Street, Suite 3803A Houston, Texas 77002 Phone: (713) 853-4737 Fax: (713) 646-3490 Email: Susan.Bailey@enron.com ********************************************************************** This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender or reply to Enron Corp. at enron.messaging.administration@enron.com and delete all copies of the message. This e-mail (and any attachments hereto) are not intended to be an offer (or an acceptance) and do not create or evidence a binding and enforceable contract between Enron Corp. (or any of its affiliates) and the intended recipient or any other party, and may not be relied on by anyone as the basis of a contract by estoppel or otherwise. Thank you. **********************************************************************