Ed or Wendy:
Any thoughts on these issues?

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com
----- Forwarded by Carol St Clair/HOU/ECT on 05/22/2001 12:03 PM -----

	Carol St Clair
	05/17/2001 10:49 AM
		 
		 To: Edward Sacks/Enron@EnronXGate
		 cc: Wendy Conwell/Enron@EnronXGate, Genia FitzGerald/HOU/ECT@ECT
		 Subject: Carolina Power & Light EEI

Ed:
We are really close on finalizing the EEI.  The following are open credit 
points with them:

1. They want their cross default to be $100 million too instead of $50.

2. They want to exclude from the affiliate definition Florida Power & Light 
and its subs.  Their lawyer is sending me a list.

3. They want to raise both collateral thresholds from $20 to $50 million.

4. In the assignment language in section 10.5,  they want to specify a 
creditworthiness test in clauses (ii) and (iii), such that if the assignee or 
its guarantor is rated BBB- or Baa3, the assignment is permitted.  Clauses 
(ii) and (iii) relate to assignments to affiliates and assignments that occur 
as a result of mergers or asset transfers.  Right now the test is a generic 
creditworthiness test.

I look forward to hearing from you.  

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com