Cargil Guaranty

see the doc below for making revisions. ss
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 01/05/2000
02:49 PM ---------------------------

Tanya Rohauer
12/08/99 11:14 AM
To: Sara Shackleton/HOU/ECT@ECT
cc:
Subject: Cargil Guaranty

---------------------- Forwarded by Tanya Rohauer/HOU/ECT on 12/08/99 11:14
AM ---------------------------

Russell Diamond
12/08/99 10:32 AM
To: Tanya Rohauer/HOU/ECT@ECT
cc:
Subject: Cargil Guaranty

These are the changes that Cargill wanted to Enrons outgoing form of
Guaranty. I also attached the redline version of the draft with Cargill's
changes.

1. In the WHEREAS clause, a number of Cargill entities and a number of
Enron entities are listed, as are a number of different types of
transactions. You should review this carefully to make certain all
appropriate entities are listed, as are all different types of
transactions.

2. Paragraph 1 - Third Line - add after "Counterparty" ",its successors and
assigns,".

3. Paragraph 1 (b) - add the following after "($20,000,000.00)" ", together
with reasonable attorney fees (and other reasonable out-of-pocket costs and
expenses) of Counterparty incurred in the enforcement of this Guaranty."

4. Paragraph 6(b) before "presentment" add "dilligence".

5. Paragraph 6 - Third Paragraph - Second line - delete "immediately".
Also - typo at end of line.

6. Paragraph 6 - Third Paragraph - 5th line - Replace "five (5)" with
"fifteen (15)".

7. Paragraph 6 - 5th line Delete "such".

8. Replace Paragraph 7 with the following: "The Guarantor further
agrees that all payments made by the Company to Counterparty on any
Obligation hereby guaranteed will, when made, be final and agrees that
if any such payment is recovered from, or repaid by, Counterparty in
whole or in part as a result of any final court order in any
bankruptcy, insolvency, or similar proceeding instituted by or against
the Company, this guarantee shall continue to be fully applicable to
such obligation to the same extent as though the payment so recovered
or repaid had never been originally made on such obligation. However,
in no event shall this provision be interpreted to allow Counterparty
to recover more from the Guarantor, Company, or any combination of the
payments from both such parties, than the Company's total obligations
under the Agreement hereby guaranteed."

9. Paragraph 8 - Replace "Texas" law with "New York" law.