Brant:

Please call me or schedule time to discuss Bridgeline ("CP").  In particular, 
you should note the following:

(1)  CP requests cross default with US 100 million for ENA and US 20 million 
for itself.
(2)  Change in ownership as default trigger is different from your proposal.
(3)  CP requests US 15 million Enron Corp. guaranty and increases its 
guaranty cap to US 15 million
(4)  Docs to be delivered:  ONLY CP's guarantor to deliver annual 
unaudited/quarterly unaudited consolidated financials 
(5)  Review setoff (elimination of affiliates)
(6)  Review transfer because CP has a proposal for ENA
(7)  Change to collateral thresholds - bilateral US 15 million

Also, I think Susan verified with you that you did not intend to use a 
non-specific MAC (even though the credit worksheet is marked as such).  

I'll wait to hear from you.

Sara
----- Forwarded by Sara Shackleton/HOU/ECT on 12/13/2000 11:48 AM -----

	"Peters, Jason" <jasonpeters@akllp.com>
	12/08/2000 03:05 PM
		 
		 To: <sara.shackleton@enron.com>
		 cc: <trevor.mihalik@bhlp.com>, <brant.reves@enron.com>
		 Subject: Schedule to Master Agreement - Bridgeline/ENA


  Sara,

Attached for your review, please find a blacklined copy of the
above-referenced Agreement marked to show our requested changes to the
draft prepared by ENA in March.  Please call me at 713-220-4124 with any
comments or questions.

Thanks,

Jason
 <<Blackline 594071.2 vs. .1 Schedule to Master Agreement -
Bridgeline.DOC>> 
 - Blackline 594071.2 vs. .1 Schedule to Master Agreement - Bridgeline.DOC