Subject: Merrill Lynch International
From: [email-masked]
To: [email-masked], [email-masked], [email-masked]
Cc: [email-masked]
Date: Fri, 2 Jun 2000 08:46:00 -0700 (PDT)

In the interest of time, I have revised our draft ISDA Schedule to conform in 
most material respects to the 1994 (effective 1992) agreement executed 
between ERMS and Merrill Lynch Capital Services, Inc. ("Old ISDA").  This was 
done to accommadate the Merrill lawyer, Gary Rosenblum (who didn't want to 
read our Schedule!).  The Old ISDA is not identical to the format used by 
Merrill Lynch International today so I'm not sure how hard they will press 
for other changes.  There are two potential credit issues that I see:  (1)  
agreement as to the Enron Corp. guaranty cap (and possible Merrill Lynch 
guaranty cap) and (2) our introduction of a MAC provision in the form of an 
Additional Event of Default (necessary because the Old ISDA had a Credit 
Support Annex and this one does not).  I left a voice mail for Gary Rosenblum 
and asked that he let me know when he was available on Monday to talk AND to 
have his credit person contact Rod Nelson.  Sara

P.S.  I haven't heard from Morgan Guaranty Trust Company or Morgan Stanley 
Capital Services, Inc.