Mike,

I've been trying to figure out what is meant by the last sentence. Can you 
(or Dave) clarify what is wanted?  Does it mean that payments must be current 
for the guaranty, etc, to be acceptable?

Thanks,

Kay




michael.o.sandridge@us.abb.com on 06/30/2000 11:48:23 AM
To: ben.jacoby@enron.com, kay.mann@enron.com, Kathleen.Clark@enron.com
cc: karla.hesketh@us.abb.com 

Subject: Enron Contract Verbage




Dear Team,
Dave mentioned that probably the only other change would be in the assignment
section article xxii and that should not be any big change.

MIKE
---------------------- Forwarded by Michael O
Sandridge/Field_Marketing/USTRA/ABB on 06/30/2000 11:44 AM
---------------------------
|------------->
|(Embedded    |
|image moved  |
|to file:     |
|pic05234.pcx)|
|             |
|------------->
  >------------------------------------------------------------------------|
  |Frank Chmiel/StLouis/USTRA/ABB                                          |
  |06/30/2000 11:38 AM (Phone: +(314) 679-4702, Dept.: FIELD SALES)        |
  >------------------------------------------------------------------------|



To:   Michael O Sandridge/Field_Marketing/USTRA/ABB@ABB_USTRA
cc:   Karla Hesketh/Field_Marketing/USTRA/ABB@ABB_USTRA, David
      Onuscheck/ETI/USTRA/ABB@ABB_USTRA
Subject:  Enron Contract Verbage

Security Level:?         Internal

Mike,
     When  we  spoke  this morning, Dave advised that one change to the 
language
that  will  be  required is  the addition of the words in red , in bold added 
by
ABB at the end of this paragraph in section 22.2 of the contract.

     In  the  case of an assignment to a party described in (ii), (vi), or 
(vii)
(other  than   Enron  Engineering  &  Construction  or  NEPCO),  Seller shall 
be
entitled  to  request  and  receive  an  appropriate guaranty, letter of 
credit,
payment  bond  or  other  reasonable  form of payment security, in amount not 
to
exceed the amount of the Purchase Amount remaining to be paid at the time of 
the
assignment,  unless  the  assignor  agrees  to  remain  liable  for  all  
future
liabilities  under  this  Agreement.  A letter of guaranty, letter of credit, 
or
payment bond provided by an entity rated BBB+ or better shall be deemed to be 
an
appropriate  form  of  security  for  the purpose of this provision , so long 
as
payment  in  full  has  been  made  in accordance with the schedule set forth 
in
Article VI.

     Additional commentary may come later today when Dave reaches his first 
stop
on his flight back to Raliegh.
     Frank



 - pic05234.pcx