There have been a lot of emails being circulated internally about BAREP and 
from BAREP.  The current situation as I understand it is that ECTRIC, the 
Oslo Branch of ECTRIC and ENA all plan to enter or have entered into 
derivative transactions with BAREP.  (I also understand that BAREP consists 
of two legal entities, one that sells options and one that buys options, 
although It is not clear to me how this split structure will come into play 
for the transactions each of the Enron entities may be interested in 
pursuing.)  BAREP is prepared to sign ISDA Master Agreements with both ENA 
and ECTRIC and is actively looking to start negotiations.  

From a credit and legal perspective it is our preference to have only one 
Enron entity enter into a master with BAREP.  If ECTRIC is the entity that 
will have the most contact with BAREP then it makes sense to have ECTRIC 
enter into the ISDA with BAREP.  To the extent that ENA would like to trade 
with BAREP I would propose that ECTRIC enter into the trade directly with 
BAREP and then have ECTRIC either back to back the trade to ENA or otherwise 
account for the transaction back to ENA.  (Pending execution of a master each 
Enron entity should continue to document transactions as they have been 
doing.)

If this proposal makes sense to the rest of you I will need to know if it 
works from a regulatory and tax perspective. 

Steve, Janine, is there any reason why ENA would not be able contact the 
traders at ECTRIC to have them enter into a transaction with BAREP and then 
have them back to back the transaction to ENA?

Please let me know if anyone else needs to give input into this issue or if 
there are any other concerns or issues that will need to be addressed to 
cover this situation.  

Thank you for your help.
Brent Hendry.





	Martin Rosell@ECT
	10/19/2000 02:22 AM
		 
		 To: Brent Hendry/NA/Enron@Enron
		 cc: Tanya Rohauer/HOU/ECT@ECT
		 Subject: ISDA Master Agreement between Enron North America and Banque de 
R,escompte et de Placement (BAREP)

Can you clear such an arrangment with Tax, Trading and Documentation, I'm 
happy to play along.  Please don't let this issue stop you from addressing 
the Barep docs matter.  Thanks.

Martin 
---------------------- Forwarded by Martin Rosell/OSL/ECT on 2000-10-19 09:16 
---------------------------
From: Brent Hendry@ENRON on 2000-10-16 11:59 CDT
To: Martin Rosell/OSL/ECT@ECT
cc: Tanya Rohauer/HOU/ECT@ECT 

Subject: ISDA Master Agreement between Enron North America and Banque de 
R,escompte et de Placement (BAREP)

Martin,
I am not sure who is pushing having two master agreements with Barep.  From a 
legal and credit perspective it would be better to have one master in place 
and if the other Enron office wants to trade with Barep we can do it through 
the existing master and back to back the transaction internally.  I do not 
mind having the master done from here but, unless there are factors I am not 
aware of, it would not make sense to split our credit with another master 
from London.  Tanya do you have any insight on this issue?

Let me know if you can why there is the push for two masters.

Thanks,
Brent  


----- Forwarded by Brent Hendry/NA/Enron on 10/16/2000 11:56 AM -----

	Martin Rosell@ECT
	10/16/2000 11:52 AM
		 
		 To: radia.djama@socgen.com
		 cc: Brent Hendry/NA/Enron@Enron
		 Subject: ISDA Master Agreement between Enron North America and Banque de 
R,escompte et de Placement (BAREP)

Radia,

Thanks for your note below.  Since Enron trades from different entities in 
North America and Europe, I assume that we're talking about two sets of 
contract, one between Enron North America Corp. ("ENA") and Barep and one 
between Enron Capital & Trade Resources International Corp. ("ECTRIC") and 
Barep.  In order to avoid duplicating work, a way forward could be to let ENA 
and Barep conclude their contract, whereupon ECTRIC and Barep largely could 
replicate the terms between the former in their own ISDA master agreement.  
As to the ISDA between ENA and Barep, please forward your draft documentation 
to my colleague in Houston; Brent Hendry, on fax +1 713 853 3129.  For your 
information, ECTRIC is a Delaware-incorporated company and a wholly-owned 
indirect subsidiary of Enron Corp.

Regards,

Martin Rosell
---------------------- Forwarded by Martin Rosell/OSL/ECT on 2000-10-16 18:39 
---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  radia.djama@socgen.com                           2000-10-16 12:34
	

To: Martin.Rosell@enron.com
cc: michel.queruel@socgen.com, oriane.cheneau@socgen.com, Steven.Vu@enron.com 

Subject: ISDA Master Agreement between Enron North America and Banque de 
R,escompte et de Placement (BAREP)




Dear Mr Rosell :

I am a legal counsel in charge of the negotiation of the Master Agreements.

I refer to the last e-mails from my colleague Oriane Ch,neau addressed to 
Steven
Vu in order to put an  ISDA Master Agreement in place between our two 
companies.

Before sending  you our draft, we would be grateful if you could provide us 
the
status of your company as soon as possible.

The best for us is to send our draft today or tomorrow at the latest.
Also, could you please confirm wether your fax number is well 00 47 2 310 25 
50.

Should you have any questions, do not hesitate to contact me.

Thank you in advance for your reply.

Best regards,


Radia Djama
Legal counsel
Tel : 33 1 53 32 90 75
Fax : 33 1 53 32 91 21


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