Draft of ISDA Schedule and Enron Guaranty

Carol,
I've just returned to the office after 6 months away, and have discovered
that we have not finalized the ISDA documents with Enron, nor the Guaranty.
Attached is the file which you emailed to us last year - I'm not sure if
there is a more updated version, so perhaps you can confirm. Also, please
forward to me Enron's most recent version of Paragraph 13 to the Credit
Support Annex, as we have not reviewed that document.

On review of the attached file received from you on January 9, 2001, I
provide the following comments:

Part 3 - delivery of documents, the part requesting Commercial Risks (Party
B4s) annual financial statements looks like it needs some clarification. It
appears that Enron wants to receive quarterly financials, however we only
publish annual statements as a privately held company.

Part 5 - Representations - line of business should be removed for Party B.

The Guaranty language looks fine with the amendments, so I would suggest
that be issued and we can check it off our "to do" lists.

When we have signed the ISDA Master Agreement and supporting Documents, I
will have our General Counsel submit all of the documentation to our Legal
Counsel for issuance of the Legal Opinion. I do not foresee any problems in
having this issued in a timely fashion.

When the minor amendments referenced above have been made, please forward a
final, clean draft of the documents to my attention so we can do a final
review and issue the documents for signatures.

I look forward to hearing from you soon.
With kind regards,
Laurie Orchard
Commercial Risk Capital Markets

- ATT00049.txt
- 101CTR-BRED.DOC