Jeff:
I don't but Trina may have an example of this.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)



	"Eldredge, Jeff" <jeldredge@velaw.com>
	05/17/2000 05:24 AM
		 
		 To: "St. Clair, Carol (Enron)" <carol.st.clair@enron.com>
		 cc: 
		 Subject: RE: 5/16 Draft of Swap Assignment


 Some of these references are in carveouts where they can only help
us, but in other places they seem problematic.  I think we need to focus on
the definition of Debt and how the references to balance sheets,
particularly the reference to Consolidated balance sheets, may capture
obligations of Principal Subsidiaries we thought we were avoiding?  Do you
have an example of a definition of Debt for use in an Enron cross-default
provision that doesn't reference Principal Ssubsidiaries?

Jeffrey E. Eldredge
Vinson & Elkins L.L.P.
Regis House
45 King William Street
London EC4R  9AN
Office Tel: (44-171) 618-6013
Fax: (44-171) 618-6001
Mobile Tel: (44) 0411 435 486


-----Original Message-----
From: Carol St Clair [mailto:Carol.St.Clair@enron.com]
Sent: 16 May 2000 16:32
To: jeldredge@velaw.com
Cc: Mark Evans; acurry@velaw.com; tchandler@velaw.com
Subject: 5/16 Draft of Swap Assignment




Jeff:
Now that Principal Subs has been taken out of the cross default provision,
is
there any need to refer to Subsidiaries in the definitions of Debt  or
Permitted
Receivables Purchase Facility ?



Carol St. Clair
713-853-3989 (Phone)
713-646-3393 (Fax)