Frank:  FYI.  Let's tell her that we can execute the :

(1)  letter
(2)  the separate ISDA amendment
(3) our understanding (together with Vastar's) of the "old" guaranty.

I have a doctor's appointment at noon but I'll be back afterwards.

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 03/08/2001 11:05 AM -----

	"Russell, Nicole" <nicole.russell@mirant.com>
	03/08/2001 10:08 AM
		 
		 To: "'Sara.Shackleton@enron.com'" <Sara.Shackleton@enron.com>
		 cc: "Satterly, Kenneth" <ken.satterly@mirant.com>
		 Subject: ENRON MIRANT SOCO ISDA AMENDMENT LTR MIR LCMTS.DOC


 <<ENRON MIRANT SOCO ISDA AMENDMENT LTR MIR LCMTS.DOC>>

Sara,

I have a couple quick comments on the letter you sent this morning.  In
general, we need to make clear that we are replacing the credit support
provider under the ISDA.  Otherwise, I am concerned that we could face a
possible default under the ISDA once the VRI parental guaranty is
terminated. Otherwise, the letter looks very agreeable to me.  I am
anticipating we can get this executed today so please keep in touch with me
in regards to any further changes you would like to make.

Many thanks for all your help.

Best regards,

Nicole Russell

 - ENRON MIRANT SOCO ISDA AMENDMENT LTR MIR LCMTS.DOC