Tanya,

As you know, Anne Koehler has been negotiating a master agreement with CRRC over the past several months.  Currently, Anne is in NY @ an ISDA conference and will return to the office on Thursday, November 29th.  However, yesterday Laurie Orchard @ CRRC called inquiring as to the status of our review to their latest round of comments (some which were Credit in nature).  Laurie asked that I touch base with you to get your thoughts, so that when Anne returns on Thursday -- we will be closer to a final document form.

Therefore, attached for your review is a "redlined" version of the latest master agreement draft.  In reviewing such document, please keep in mind that CRRC really wants the following to prevail:

1.	Part 1(h) of the Schedule:  CRRC would like such language to be included as they have concerns with bankruptcy events.
2.	Part 5(j) of the Schedule:   CRRC provided transfer language, which Anne knew they were to furnish.
3.	Paragraph 13(b)(ii):	CRRC prefers to include only cash, because (B) & (C) do not apply.
4.	Paragraph 13(b)(iv)(B):	CRRC is more conservative with regard to their matrix threshold and wish that the changes be accepted as noted.
5.	Paragraph 13(g)(i):	CRRC wishes to include "or in Bermuda", because that is where they maintain their LCs.

Please be advised, there was one other change CRRC requested, which related to Paragraph 13(b)(iv)(B) -- the determination of the exposure in weather-related deals.  As you know, Anne has furnished such language to Mark Tawney for his comments.  I do not believe that Mark has responded.  However, CRRC is willing to address this later under an amendment to the master.  Therefore, as you can see they are rather eager to sign a master with ENA and they are willing to address some of their issues at a later date.

   
Let me know your thoughts.


Regards,
Susan S. Bailey
Senior Legal Specialist
Enron Wholesale Services
Legal Department
1400 Smith Street, Suite 3803A
Houston, Texas 77002
phone: (713) 853-4737
fax: (713) 646-3490
email: susan.bailey@ enron.com
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