Sara,

I left you a voice mail message regarding the above.  If Bear Stearns is 
insistent on its consents/waiver provision, does that mean that ENE cannot 
modify the provision or does it mean that there is some opportunity to 
counter with minor changes.  The provision in totality does not need to be 
deleted, but in order to have our setoff/counterclaim provision work 
properly, we cannot waive all of our defenses.  I am assuming that there are 
mutual obligations on both sides of the table.  If that is the case, then it 
is not unreasonable for ENE to request having reservation of defenses of its 
subs.  I have taken the liberty of modifying the Bear Stearns provision as 
appropriate.  Let me know your thoughts.

Clem





	Sara Shackleton@ECT
	02/12/2001 09:59 AM
		 
		 To: Clement Abrams/Corp/Enron@ENRON
		 cc: 
		 Subject: Bear Stearns guaranty

Clem:

Just wondering if I could have a response today on Bear Stearns.  Gary 
Hickerson is anxioius to get this resolved today so that ENA can begin 
reducing margin rates with Bear.  Thanks.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com