Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
----- Forwarded by Carol St Clair/HOU/ECT on 06/14/2000 08:46 AM -----

	"Eldredge, Jeff" <jeldredge@velaw.com>
	06/14/2000 04:20 AM
		 
		 To: "St. Clair, Carol (Enron)" <carol.st.clair@enron.com>
		 cc: 
		 Subject: RE: Calculation Agency Agreement


 An Enron entity will be Calculation Agent.  Do you have concerns
about Sections 2(c) and 7?  The latest draft is the June 9 draft, but we are
still commenting on it.

Jeffrey E. Eldredge
Vinson & Elkins L.L.P.
Regis House
45 King William Street
London EC4R  9AN
Office Tel: (44-171) 618-6013
Fax: (44-171) 618-6001
Mobile Tel: (44) 0411 435 486


-----Original Message-----
From: Carol St Clair [mailto:Carol.St.Clair@enron.com]
Sent: 14 June 2000 00:06
To: jeldredge@velaw.com
Cc: Mark Evans; Michael R Brown; Nora Dobin
Subject: Calculation Agency Agreement




Jeff:
Has there been any discussion on our side with who the Calculation Agent
would
be?  Normally, it is one of the swap counterparties.  Is this a role that
Enron
Corp. can and should perform?  With respect to the Agreement, I am looking
at a
June 2nd draft and was wondering if anyone has focused on the language in
Section 2, and in particular, Section 2(c)  and Section 7.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)