Enron/Peoples -- loan documents

Kay,

I will be preparing the loan documents for the joint venture with Peoples. I
understand that the loans will be unsecured but cross guarantied (i.e., Enron
will guaranty the People's loans and vice versa), but I have several
additional, basic questions re: the terms of the Enron loan and the
intercreditor arrangements with Peoples.

In terms of beginning drafting the loan documents, answers to questions 6(a)
and 8 would be extremely helpful in selecting an appropriate form.

1. People's loan agreement -- will it be an exact clone of ours?

2. Guaranties -- will the cross-guaranties guaranty payment to the other
venturer of all unpaid amounts under such venturer's loan agreement, or will
they instead function more as an intercreditor/sharing agreement (i.e., if
one venturer receives a payment that the other does not, the paid venturer
will share its payment ratably with the unpaid venturer)?

3. Intercreditor Issues/Exercise of remedies -- Please confirm that there is
to be no 100% lender vote requirement for acceleration, etc., and that each
venturer can pursue remedies with respect to its loan independently (although
I presume the facilities will be cross defaulted).

4. Advancing mechanics -- besides requiring ratable advances with the
People's facility, will there be any conditions precedent to advances other
than the typical no default/representations true & correct/no MAC?

5. Repayment -- will there be any commitment step-downs/mandatory
prepayments?

6. Interest -- what will the (a) interest rate basis and (b) margin be?

7. Fees -- Will there be any sort of upfront fee? What will the commitment
fee be? (And what will the amount of Enron's commitment be?)

8. Lender(s) -- Does Enron intend to keep its revolver as a single lender
facility, or should we provide for a syndicated arrangement?

9. Other information -- When will specific financial covenant information be
available?

Please call me at 713.221.1419 regarding the foregoing. I look forward to
working with you on this transaction.

Thanks!

Heather