Kay,

I will be preparing the loan documents for the joint venture with Peoples.  I 
understand that the loans will be unsecured but cross guarantied (i.e., Enron 
will guaranty the People's loans and vice versa), but I have several 
additional, basic questions re:  the terms of the Enron loan and the 
intercreditor arrangements with Peoples.

In terms of beginning drafting the loan documents, answers to questions 6(a) 
and 8 would be extremely helpful in selecting an appropriate form.

1.  People's loan agreement -- will it be an exact clone of ours?

2.  Guaranties -- will the cross-guaranties guaranty payment to the other 
venturer of all unpaid amounts under such venturer's loan agreement, or will 
they instead function more as an intercreditor/sharing agreement (i.e., if 
one venturer receives a payment that the other does not, the paid venturer 
will share its payment ratably with the unpaid venturer)?

3.  Intercreditor Issues/Exercise of remedies -- Please confirm that there is 
to be no 100% lender vote requirement for acceleration, etc., and that each 
venturer can pursue remedies with respect to its loan independently (although 
I presume the facilities will be cross defaulted).

4.  Advancing mechanics -- besides requiring ratable advances with the 
People's facility, will there be any conditions precedent to advances other 
than the typical no default/representations true & correct/no MAC?

5.  Repayment -- will there be any commitment step-downs/mandatory 
prepayments?

6.  Interest -- what will the (a) interest rate basis and (b) margin be?

7.  Fees -- Will there be any sort of upfront fee?  What will the commitment 
fee be? (And what will the amount of Enron's commitment be?)

8.  Lender(s) -- Does Enron intend to keep its revolver as a single lender 
facility, or should we provide for a syndicated arrangement?

9.  Other information -- When will specific financial covenant information be 
available?

Please call me at 713.221.1419 regarding the foregoing.  I look forward to 
working with you on this transaction.

Thanks!

Heather