1. I am still waiting to hear whether ENA needs any special authority to 
enter into a debt transaction of this nature.

2. I  have discussed the guaranty with Bank One's Internal counsel (Bob 
Long), and enclose a revised draft below, to address a number of his 
concerns. Please let me know any thoughts that you have prior to my 
distributing this to him.

 

3. I have reviewed the note and accompanying documentation provided by Bank 
One, and note the following:
 i) The side letter authorises BOBIC to act as ENA's attorney in fact to 
initiate borrowings under the margin line. 
 ii) The Customer Agreement in Paragraph 6 provides for interest on a debit 
balance--it is not clear how this fits with the other documentation.
 iii) The remedies provision of the Customer Agreement (Paragraph 5) allows 
for liquidation in the event a bankruptcy petition is filed against ENA--it 
is customary in finance deals to have a 60 day window to have actions filed 
by third parties dismissed or stayed.
 iv) The note duplicates the interest calculation provision in the side 
letter, however, it omits fixed rate option set out in (c) of the side letter.
 v) The note refers to a "deposit account". Is there one? Or rather is it a 
different type of account?
 vi) The note allows for notice by telex. [I believe that the Telex system is 
for all intents, defunct]
 vii) Bank One is allowed to disclose confidential information to 'purchasers 
or prospective purchasers"--these could be competitors.This provision is 
different from that contained in Section 19 of the Customer Agreement.



Please let me know your thoughts prior to my sending these comments to Bob 
Long.