Gnny,  Please see the bold sentence I added.  Wanted to make it clear that 
there would be no double interest.  Let me know if that works for you.  I 
have left a voicemail with Enron Corp. counsel to review this and the other 
items we discussed yesterday.  Hopefully we can get this settled today.  
Thanks.





	"Levenback, Virginia C" <Virginia.C.Levenback@Williams.com>
	03/21/2001 09:37 AM
		 
		 To: "'gerald.nemec@enron.com'" <gerald.nemec@enron.com>
		 cc: "Anderson, Toi L" <Toi.L.Anderson@Williams.com>, "Alvarado, Orlando" 
<Orlando.Alvarado@Williams.com>
		 Subject: Enron Corporate Guaranty




???????  
??????? As we discussed, outlined below is a sentence that Transco proposes 
to insert to replace the language stricken by Enron at the end of Paragraph 2 
of the Guaranty to address Enron's concerns about over-collecting interest 
for late payments:

??????? "If Guarantor fails to make timely payment of the amount of the 
Payment Demand, then Counterparty shall be entitled to collect the amount of 
the Payment Demand together with interest calculated in accordance with 
Section 7(c) of the General Terms and Conditions of Counterparty's FERC Gas 
Tariff as amended from time-to-time.  Notwithstanding the foregoing, 
Counterparty shall not be entitled to collect such interest, to the extent 
such interest has already been assessed due to Company's failure to pay any 
Obligations which are the subject of the Payment Demand.

??????? Please call me at (713) 215-2810 to discuss Transco's revised 
language.? We look forward to finalizing the Guaranty today if possible.? 
Thanks for your cooperation.? Gnny Levenback