Sandy: Susan Bailey passed on to me your comments to the ISDA draft and I can  respond to some but not all of such comments at this point:  1.
With respect to your Canadian securities rep, I am checking with our  counsel in Canada about whether we can use your language instaed of ours.
2.
With respect to the Options rep and the ESP rep in part %, Section (b), I  believe that both parties need to make such reps.
The rep in Part 5  (b)(g)(ii) is to cover the Trade Option exemption and it is different from  the ESP rep below it.
3.
With respect to the language in Part 5, Section (a), this is different  from the setoff language.
What this is saying is that if a party has  fulfilled all of its payment obligations and an Event of Default occurs with  respect to it (the "Defaulting Party"), the other party cannot withhold any  payment that it owes to the Defaulting Party.
This is different from the  exercise of setoff rights.
4.
I would like to discuss with you or your legal representative the removal  of the arbitration language as it is Enron's policy to have arbitration apply.
5.
We would prefer to keep the Termination Currency specified in US Dollars.
6.
Our tax group believes that we need the language in Part 3(a)(i), (ii).
Why do you want to delete it?
I look forward to hearing from you.

ISDA Comments
Sandy: Susan Bailey passed on to me your comments to the ISDA draft and I can respond to some but not all of such comments at this point: <NUMBER>.
With respect to your Canadian securities rep, I am checking with our counsel in Canada about whether we can use your language instaed of ours.
<NUMBER>.
With respect to the Options rep and the ESP rep in part %, Section (b), I believe that both parties need to make such reps.
The rep in Part <NUMBER> (b)(g)(ii) is to cover the Trade Option exemption and it is different from the ESP rep below it.
<NUMBER>.
With respect to the language in Part <NUMBER>, Section (a), this is different from the setoff language.
What this is saying is that if a party has fulfilled all of its payment obligations and an Event of Default occurs with respect to it (the "Defaulting Party"), the other party cannot withhold any payment that it owes to the Defaulting Party.
This is different from the exercise of setoff rights.
<NUMBER>.
I would like to discuss with you or your legal representative the removal of the arbitration language as it is <COMPANY>'s policy to have arbitration apply.
<NUMBER>.
We would prefer to keep the Termination Currency specified in US Dollars.
<NUMBER>.
Our tax group believes that we need the language in Part <NUMBER>(a)(i), (ii).
Why do you want to delete it?
I look forward to hearing from you.
discuss legal representative need make language saying party respect canadian securities comments point number susan bailey passed option exemption payment owes defaulting different exercise isda draft respond