The vast majority of this language is already in the guaranty in the form of 
waivers--I have no problem in saying the same thing 2 different ways, if it 
will expedite the deal. Any objections?

---------------------- Forwarded by Joel Ephross/Corp/Enron on 07/10/2000 
01:31 PM ---------------------------


Robert_Long@em.fcnbd.com on 07/07/2000 05:00:08 PM
To: Joel.Ephross@enron.com
cc: Jason.Peters@enron.com, Sarah.Wesner@enron.com, Ken_Fatur@em.fcnbd.com, 
James_Naughton@em.fcnbd.com 

Subject: Re: Revised Guaranty




The revised Guaranty is acceptable except that I would like to see the
first sentence of Section 1 read as follows:

     Subject to the provisions hereof, Guarantor hereby irrevocably and
     unconditionally guarantees the timely payment when due of the
     obligations (including, without limitation, all renewals,
     extensions and modifications thereof, and all interest, fees and
     other monetary obligations incurred or accrued during the pendency
     of any bankruptcy, insolvency, receivership or other similar
     proceeding, regardless of whether allowed or allowable in such
     proceeding) of Enron to Bank One under the Loan Documents (the "
     Obligations").

Please let me know where we are with respect to the Credit Agreement.
Are you preparing such an agreement?






Joel.Ephross@enron.com on 07/07/2000 11:42:11 AM

To:   Robert Long, Sara.Shackleton@enron.com, Jason.Peters@enron.com,
      Sarah.Wesner@enron.com
cc:
Subject:  Revised Guaranty



I have tried to address the points raised during our phone call. Note
that
some of the rewording in the intoductory paragraph is to accomodate
documentation that is being proposed by the swap group here, and which
will
be distributed shortly.

(See attached file: Guaranty - Bank Onev3.doc)(See attached file:
Guaranty
- Bank Onev3redBankOne.doc)

 - Guaranty - Bank Onev3.doc
 - Guaranty - Bank Onev3redBankOne.doc