Sara:
Whoever inherits the Deutsche Bank file from me needs to look at this latest 
draft.  I will indicate this on the updated memo that I send around shortly.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com
----- Forwarded by Carol St Clair/HOU/ECT on 07/19/00 12:48 PM -----

	steven.kessler@db.com
	07/11/00 02:10 PM
		 
		 To: Carol.St.Clair@enron.com
		 cc: 
		 Subject: DB/Enron ISDA




Hi Carol:

Enclosed is latest draft.  Please note that I changed DB's Threshold at A+
to bring it into line with Enron's rating.  I also added a sweep-in clause
to deal with the BT Transactions (Section 18).  Please let me know if those
provisions are acceptable.  Subject to internal DB approvals, I think the
other substantive points still open are (i) a Moody's rating for the MAC
clause, (ii) the demand section in the Guaranty, and (iii) determining the
L/C provisions and mechanics.  Please let me know who your replacement on
this matter will be and, if we don't speak before you leave, good luck and
congratulations.

Regards,

Steve



---------------------- Forwarded by Steven Kessler on 07/11/2000 03:09 PM
---------------------------

07/11/2000 01:49 PM
Kelly Habenicht
Kelly Habenicht
Kelly Habenicht
07/11/2000 01:49 PM
07/11/2000 01:49 PM

To:   Steven Kessler@Bankers_Trust
cc:
Subject:

(See attached file: ENRON SCHEDULE (NEW VERSION).DOC)(See attached file:
ENRON PARAGRAPH 13.DOC)


 - ENRON SCHEDULE (NEW VERSION).DOC
 - ENRON PARAGRAPH 13.DOC