-----Original Message-----
From:  Ephross, Joel  
Sent: Wednesday, March 21, 2001 4:59 PM
To: Bahlmann, Gareth; Engeldorf, Roseann; Dobin, Nora; Funk, Brenda L.; Chin, 
Julia H.; Chin, Guillermo; Mintz, Jordan; Abrams, Clement; Walls, Rob
Subject: FW: Enron Guarantees

As you may recall, Terry Yates has been involved in revising the Enron Corp. 
Guaranty forms. Attached are the latest versions of these documents. Please 
feel free to contact me at 3-4998 with questions or comments.

 -----Original Message-----
From:  "Price, Diane R." <DPrice@velaw.com>@ENRON 
[mailto:IMCEANOTES-+22Price+2C+20Diane+20R+2E+22+20+3CDPrice+40velaw+2Ecom+3E+
40ENRON@ENRON.com]  On Behalf Of "Yates, Terry A." <TYates@velaw.com>
Sent: Monday, March 19, 2001 7:09 PM
To: Mintz, Jordan; Ephross, Joel
Subject: Enron Guarantees

Attached are the revised forms of the Enron Guarantees, as follows:

1. Performance Guaranty with limited representations, covenants and
events of default.

 Clean   Blackline
  <<Houston_329544_4.DOC>>    <<Houston_497779_1.DOC>>

2. Performance Guaranty with full representations, etc.

 Clean   Blackline
  <<Houston_329552_4.DOC>>    <<Houston_497914_1.DOC>>

3. Credit Agreement Guaranty with limited representations, etc.

 Clean   Blackline
  <<Houston_331879_4.DOC>>    <<Houston_497622_1.DOC>>

4. Credit Agreement Guaranty with full representations, etc.

 Clean   Blackline
  <<Houston_331042_5.DOC>>    <<Houston_497951_1.DOC>>

In each case, a blackline to the last draft transmitted to Enron is also
attached.


Terry A. Yates
Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin
Houston , Texas   77002-6760
Phone:  (713) 758-2110
Fax:      (713) 615-5519
Email:    tyates@velaw.com


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 - Houston_329544_4.DOC
 - Houston_497779_1.DOC
 - Houston_329552_4.DOC
 - Houston_497914_1.DOC
 - Houston_331879_4.DOC
 - Houston_497622_1.DOC
 - Houston_331042_5.DOC
 - Houston_497951_1.DOC