Engage

Paul:
Just a few questions for you on the revised EEI master that we received from
Engage today:

1. I just want to confirm that the collateral thresholds should be 9 million.

2. They want to have Section 8.1(b) and 8.2(b) apply which requires a party
to post collateral if the other party believes that its creditworthiness is
unsatisfactory.

2. In our Schedule, we delete the 3 day cure period for an event of default
that occurs as a result of a Guarantor's non-payment. They want the cure
period. do you care?

3. In Section 5.7, each party can suspend performance if a Potential Event of
Default or an Event of Default occurs. They want to delete Potential Event of
Default.

4. They want to extend the right to dispute invoices and to request
adjustments to statements or payments from 12 months to 18 months.

5. They want to change the consent to assignments standard from being able to
withhold consent in one's sole discretion to being able to withhold consent
only when it is reasonable to do so.

I look forward to hearing from you.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com