Paul:

John Fortunato has advised me that CP has only three (3) issues with the 
draft which we delivered in November, 2000.  The credit issues are:

(1)  CP financials available online - we'll need their website address

(2)  CP Threshold for cross default is too low and wish a "higher number" but 
have not given John any indication of what they want

Please let John and Stephanie know the outcome so that we can prepare 
executable docs.  Thanks.

P.S.  The legal issue was governing law, Texas or NY.  CP doesn't care but 
needs confirmation and possibly explanation.


Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com