Merrill Lynch International Bank Ltd.

Stephanie:

Let's prepare and submit for execution. Let me know if you have any
questions. Thanks.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas 77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 02/15/2001 04:57 PM -----

Jason R Williams@ENRON
02/15/2001 04:27 PM

To: Sara Shackleton/HOU/ECT@ECT
cc:
Subject: Merrill Lynch International Bank Ltd.

Sara -

Per our earlier conversation, could you please prepare a revised guaranty for
Merrill Lynch? There are two significant changes to the guaranty currently
in place:

1) Beneficiary of the new guaranty should be Merrill Lynch International
Bank, Ltd. The current guaranty is to Merrill Lynch International Bank.

2) The guaranty amount should be increased from $30 million to $150 million.

Please send revised guaranty to:

Todd Gibson, Vice President
Merrill Lynch & Co., Inc.
4 World Financial Center, 16th Floor
New York, NY 10080

Thanks for all your help and please let me know if you have any questions.

Jay