Phyllis:
This is what we have agreed to.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com
----- Forwarded by Carol St Clair/HOU/ECT on 06/04/01 03:42 PM -----

	Edward Sacks/ENRON@enronXgate
	05/29/01 10:30 AM
		 
		 To: Carol St Clair/HOU/ECT@ECT
		 cc: 
		 Subject: FW: Select Energy LOC Formats for EEI and ISDA

Please see below.

 -----Original Message-----
From:  moonevw@selectenergy.com@ENRON 
[mailto:IMCEANOTES-moonevw+40selectenergy+2Ecom+40ENRON@ENRON.com] 
Sent: Tuesday, May 29, 2001 9:40 AM
To: Sacks, Edward
Cc: lemelpe@NU.COM; morisjr@selectenergy.com; obriewp@selectenergy.com
Subject: Select Energy LOC Formats for EEI and ISDA

Ed-

Please see attached changes to the LOC Formats proposed by Enron.  I have
revised the draw language and expiration date language to reflect the
changes we agreed to last week.

In addition, I have inserted a paragraph at the end of the LOC form to
reflect a change requested by the bank.  It relates to the ability to
transfer the LOC.  Also attached is the form of transfer statement that the
bank will require if Enron chooses to transfer the LOC to another party.
It looks relatively straight forward and I believe it should be acceptable
to you.

Please review these changes and if acceptable, we can proceed with
execution of the documents.

(See attached file: Enron EEI LOC Format REVISED 052901.doc)
(See attached file: Enron ISDA LOC Format REVISED 052901.doc)

Thanks and regards-

Valerie Mooney
 - Enron EEI LOC Format REVISED 052901.doc
 - Enron ISDA LOC Format REVISED 052901.doc