Sara:

As per our telephone conversation, Bill Bradford and Anthony Lupiano
have reached agreement in regards to the credit Threshold matrix.   The
credit rating and thresholds are as follows:

BBB+/Baa1 or above:    $15 million
BBB/Baa2:  $10 million
BBB-/Baa3:  $5 million
Below BBB-/Baa3:  Zero

Attached you will find a revised Fourth Amendment.   Please arrange for
it to be executed and return to my attention.

Many thanks and regards,

Beth Ng
Commodities Division - Documentation
Tel:  212 761 8720
Fax: 212-507-4898 /  212 761 0293
Email:  Beth.Ng@morganstanley.com

1585 Broadway, 4th Floor
New York, NY   10036

 - enron north america_4th Amend_10-26-01.doc 
 - Beth.Ng.vcf