Steve:
I'm in all of this week and pretty much available.  Tomorrow I'm wide open 
until around 5:30.  I'm about 3-4 weeks  away from leaving on maternity leave 
so anything that we can do to wrap this up would be much appreciated.
Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com



	steven.kessler@db.com
	06/19/2000 06:18 PM
		 
		 To: Carol.St.Clair@enron.com
		 cc: 
		 Subject: Re: Comments




Hi Carol.  I will review the comments promptly (I've been on vacation so
any delay was fine by me).  Regarding the cross-default, I will need to
discuss it internally, and get approvals, but the collateral provision is
not a core policy so we will certainly think about it.  In any event, now
that we're getting close, I think it may be a good to have another
converstation to discuss where we are on the remaining issues. Please let
me know your availability.

Thanks and regards,

Steve

Original Message from Carol.St.Clair@enron.com @ HUB on 06/19:





Steve:
I am faxing you our remaining comments to the schedules.  Looks like the
only
open points relate to :

1.   the additional cross-default language.  Have you had a chance to think
about what I e-mailed to you?

2.   DB, pursuant to our request, is considering refining the "materially
weaker" standard in Credit Event Upon Merger to specify a ratings test.

3.   Insertion of our Rider 7 into the ISDA Schedule regarding confirmation
procedures.

4.   DB reviewing LC language and our comments to the Enron Guaranty.  I
guess
we still need to discuss the :defenses" language because as I indicated to
you,
I'm not sure that your compromise works for us.

I look forward to hearing from you and sorry for the delay.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com