Clem:

Attached to this email you should find a marked version of the Enron Corp. 
guaranty.  A few points:

(1)  Bear claims that the "cap" language which we typically include is 
inadequate because the wording implies (under NY law) that if a lesser amount 
is owed at any time, then the cap is reduced to that amount. I've not heard 
of this before.  I believe that they can send the treatise background info if 
you'd like.

(2)  The guaranty covers obligations of ENA in its Bear account and with 
respect to the margin lending agreement.  Bear has added "performance" to the 
guaranty as a guarantor obligation.  ENA's account obligations pertain to the 
payment of money (margin); under the margin lending agreement, ENA could have 
to deliver securities sold short in the market pursuant to a loan from Bear.  
Failure to deliver these securities would trigger a default (which is 
essentially reduced to a payment of money).  

(3)  Although Bear removed our Setoff/Counterclaim paragraph, you should 
refer to Par. 5 to see their own version!

Please call me to discuss as ENA is anxious to reduce our margin rates with 
Bear.  The Bear lawyer is leaving town tomorrow afternoon.

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
----- Forwarded by Sara Shackleton/HOU/ECT on 02/14/2001 11:46 AM -----

	"Meytina, Anna Confidential Memo-Counsel (Exchange)" <ameytina@bear.com>
	02/13/2001 03:06 PM
		 
		 To: "'Sara.Shackleton@enron.com'" <Sara.Shackleton@enron.com>
		 cc: "Chernick, Sharon Confidential Memo-Counsel (Exchange)" 
<SChernick@bear.com>
		 Subject: RE: corporate guaranty


Sara:

Per our conversation, attached please find (i) a black lined version of the
Guaranty, marked to show our changes, and (ii) the marked and clean
Institutional Account Agreement.

Please call us once you have had a chance to review the attached documents.



Regards,

Anna Meytina

 <<056 Guaranty ( Bear Stearns - Enron Corp Form).doc>>  <<IAA021301.doc>>
<<IAA021301execution.doc>>




> -----Original Message-----
> From: Sara.Shackleton@enron.com [SMTP:Sara.Shackleton@enron.com]
> Sent: Thursday, February 08, 2001 1:40 PM
> To: ameytina@bear.com
> Subject: corporate guaranty
>
> Anna:
>
> Attached is the form of Enron corp. guaranty.
>
> (See attached file: 056 Guaranty ( Bear Stearns - Enron Corp Form).doc)
>
>
> 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 << File: 056 Guaranty ( Bear Stearns - Enron
> Corp Form).doc >>

 - 056 Guaranty ( Bear Stearns - Enron Corp Form).doc
 - IAA021301.doc
 - IAA021301execution.doc
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