Brant:
Can you please e-mail me with the particulars on what should go into the El 
Paso CSA so I can get that drafted and sent over to them?  Thanks.
Carol

----- Forwarded by Carol St Clair/HOU/ECT on 06/21/2000 09:55 AM -----

	<Mike_Pate@oxy.com>
	06/21/2000 07:28 AM
		 
		 To: Carol.St.Clair@enron.com
		 cc: 
		 Subject: RE: MAC Language


Carol:

Why don't you go ahead and send over your CSA form?  I think the idea here
is to have it fully negotiated in advance.  As to the idea of just using
S&P, I will pass that along to our Treasury Dept.

Mike

  -----Original Message-----
  From: Carol St Clair [mailto:Carol.St.Clair@enron.com]
  Sent: Tuesday, June 20, 2000 2:35 PM
  To: Mike_Pate@oxy.com
  Subject: MAC Language



  Mike:
  I have discussed your proposed language with Brant Reves,
our credit person, and
  we are okay with the concept except that we would like for
the ratings trigger
  to be based only on either a drop in the S&P rating or a
failure to have an S&P
  rating.  In addition, Brant has advised me that should we
put in place a CSA,
  that the following would be the credit matrix for collateral
threshold:

  BB to BB+  $2,500,000
  Below BB  Zero

  I look forward to hearing from you.  Should we send you our
form of Credit
  Support Annex?

  Carol St. Clair
  EB 3892
  713-853-3989 (Phone)
  713-646-3393 (Fax)
  carol.st.clair@enron.com