I spoke to Mark yesterday about (B) of the Setoff clause.  He says it has 
been in our form since time immemorial; he is not sure at whose behest it was 
put in there or for what specific reasons, although he did confirm what we 
concluded -- it is meant to allow the Non-defaulting party to hold back 
payment if it is not paid amounts that, for whatever reason, do not qualify 
for Setoff.  To this end, he authorized me to elaborate on the phrase "other 
obligations" by changing it to "obligations (other than those pursuant to 
Section 6(e))"


Robert E. Bruce
Senior Counsel
Enron Wholesale Services
T (713) 345-7780
F (713) 646-3393
robert.bruce@enron.com



	Sara Shackleton@ECT
	04/12/2001 12:38 PM
		 
		 To: Robert Bruce/NA/Enron@Enron
		 cc: 
		 Subject: setoff

Bob:

(1) got a vm from Carol and she really needs the EES C.A. - I know she left 
you a vm

(2)  surprise!  I just received an email from Cargill asking about none other 
than setoff Part (b)!  Let me know what you find out.


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