Attached are my comments to the the above guaranty.  Call me if you have 
questions.

Clement



	Russell Diamond@ECT
	12/13/2000 01:51 PM
		 
		 To: Clement Abrams/Corp/Enron@ENRON
		 cc: Tom Moran/HOU/ECT@ECT, Dan J Hyvl/HOU/ECT@ECT
		 Subject: Coastal Merchant Energy--Outgoing Gty

Clement,

As a follow up to Veronica's e-mal to you a few days ago regarding the review 
of this guaranty, can you please let me know the status of your review.  
Please make note, the redline version attached below (enronredline112900.doc) 
was originally drafted by Dan and yourself as an attachment to an Enfolio 
Master agreement.  We are anxious to exchange guaranty's to cover exposure in 
this volatile price market.

Thank you,
Russell




---------------------- Forwarded by Russell Diamond/HOU/ECT on 12/13/2000 
01:46 PM ---------------------------
   


From:  Veronica Espinoza @ ENRON                                              
               12/13/2000 01:43 PM	
	
	
	                           
	

To: Russell Diamond/HOU/ECT@ECT
cc:  
Subject: Coastal Merchant Energy--Outgoing Gty


---------------------- Forwarded by Veronica Espinoza/Corp/Enron on 
12/13/2000 01:43 PM ---------------------------
   


From:  Veronica Espinoza                                                      
       12/07/2000 04:17 PM	
	
	
	                           
	

To: Clement Abrams/Corp/Enron@ENRON
cc:  

Subject: Coastal Merchant Energy--Outgoing Gty

Clement,

Attached below are Coastal's (formerly Engage Energy US) comments to our 
outgoing gty format.  The ISDA was recently amended due to Guarantor changes 
on their end, so now gty's are also being negotiated.  Please review their 
comments and forward either me or Russell your comments to forward on to 
Coastal.

Thanks again Clement,

Veronica

---------------------- Forwarded by Veronica Espinoza/Corp/Enron on 
12/07/2000 03:56 PM ---------------------------


Kiran.Parthasarathy@CMenergy.com on 12/07/2000 03:48:57 PM
To: veronica.espinoza@enron.com
cc:  

Subject: FW: Enron - Revised redline



Veronica,
?
As  discussed, I am forwarding my recent email to Russell Diamond on the 
proposed  Enron Guaranty for our physical business.? The draft of the 
proposed  Guaranty from Coastal Corporation was approved, but Russell wanted 
me to send a  copy of that as well.? So, both the documents are  attached.
?
Please?let me know the status earliest  convenient.
?
Thanks!
Kiran Parthasarathy
Coastal Merchant Energy,  L.P.
5 Greenway Plaza
Suite 1200
Houston, TX 77046
713-877-7944 (Voice)
713-297-1605  (Facsimile)
?
-----Original Message-----
From: Parthasarathy, Kiran  
Sent: Friday, December 01, 2000 11:40 AM
To:  'russell.diamond@enron.com'
Subject: Enron - Revised  redline
Importance: High

?Russell,
?
Please find attached  a revised redline Guaranty which incorporates changes 
to Enron's standard  format.? In addition, we request??the following 
important  changes:
?
(1)???The proposed Guaranty?shouldcover all Obligations and not be  Contract 
specific.? Therefore the language in the second paragraph  beginning with the 
word 'WHEREAS' needs to be suitably amended by your Attorney  to reflect that 
all Obligations??of the  Obligors?are covered and?the 
Guaranty??obligations?are not tied to specific  contracts.
?
(2)? Under  Section 2, titled 'MAXIMUM LIMIT',?the Maximum Limit?should notbe 
capped for each entity at a  specific amount.Conversely, the limit on  
the?Guaranty?shouldbe a  'Unified Maximum'.??Please request your attorney to 
make suitable  language changes for this change as well.
?
Please send me a  revised redline earliest convenient for our review.
?
As requested  by you, I am resending the draft for the proposed Coastal 
Corporation Guaranty  that Dai Nguyen had?originally sent and on which you 
had indicated  acceptance(It is the second attachment from the  left).?
?
?Thanks??
?Kiran  Parthasarathy
Coastal Merchant Energy, L.P.
5 Greenway Plaza
Suite 1200
Houston, TX 77046
713-877-7944 (Voice)
713-297-1605 (Facsimile)
?
 - enronredline112900.doc
 - ENRON.WPD