Thanks!




Sara.Shackleton@enron.com on 10/26/2001 01:49:11 PM



To:   Maureen Ryan/CHASE@CHASE
cc:
Subject:  RE: Amendment to IRCEA


Maureen:

Am I reading too many documents at once?  After receiving your voice mail,
I realized the error of my ways.  Your amendment is fine as is.  I will
have this executed.  Thanks.  Sara

Sara Shackleton
Enron Wholesale Services
1400 Smith Street, EB3801a
Houston, TX  77002
Ph:  (713) 853-5620
Fax: (713) 646-3490


    -----Original Message-----
   From:   Maureen.Ryan@chase.com@ENRON
   Sent:   Friday, October 26, 2001 11:12 AM
   To:     Shackleton, Sara
   Subject:  Amendment to IRCEA

   Sara,

   Per your conversation with Phil Levy, attached please find our proposed
   amendment to the Interest Rate and Currency Exchange Agreement currently
   in
   place between The Chase Manhattan Bank and Enron North America Corp.  I
   have reviewed the definition of "Specified Swap" as defined in Part 1(2)
   of
   the Schedule and it does not appear to include foreign exchange
   transactions.  Therefore, I have modified the definition in the
   amendment.

   Please review the amendment and, if satisfactory, arrange for the
   execution
   of two copies.  Both copies should then be returned to my attention at
   270
   Park Avenue, 40th Floor, New York, New York 10017.  In addition, once
   executed, I would appreciate your faxing me a copy at 212-270-7368.
   Once I
   receive the originals and have them executed by Chase, I will return to
   you
   one fully executed original for your files.

   If you have any questions or comments, feel free to contact me.  My
   telephone number is 212-270-2673.

   Best Regards,

   Maureen Ryan

   (See attached file: Enron North America Corp. amendment to IRCEA.DOC)
    - Enron North America Corp. amendment to IRCEA.DOC << File: Enron North
   America Corp. amendment to IRCEA.DOC >>



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