Luke:
I will take a look at this either tonite or in the morning.  Since the UEI 
Holdings Guaranty which we reference in paragraph 9 of the Amendment covered 
both US and Canada transactions, I don't think that we can say that it has 
been terminated until we sign up the Engage Canada deal.  Can you add 
language to the Coastal Guaranty that takes care of this instead.  I would 
prefer to say in paragraph 9 of the Engage US amendment that "The Guaranty of 
Party B dated as of May 19, 1997, heretofore delivered by UEI Holdings Inc., 
formerly known as Union Energy Inc. in favor of Party A as beneficiary, is 
hereby replaced by an executed Guaranty from Coastal Corporation, a copy of 
which is attached hereto as Exhibit B but only with respect to the 
obligations of party B under the Master Agreement that are guaranteed 
thereunder."  Let me know what you think.  

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



	Luke.Mickum@EngageEnergy.com
	07/10/2000 10:47 AM
		 
		 To: carol.st.clair@enron.com
		 cc: Michael.Hugetz@EngageEnergy.Com, Jeff.Buzonas@EngageEnergy.com
		 Subject: Amendments to ISDA Master Enron/Engage Energy US, L.P.




Attached is the standard Coastal guaranty form we use for ISDAs.? I 
understand this ISDA is just for these financial instruments and not for the 
physical side of the business.? Please give me your comments, if any.

We will split the guaranty with a Coastal guaranty for Engage US and 
Westcoast for Engage Canada.?? Since the new threshold is $10 million, the 
Coastal guaranty cap is $10 million.? 

??????? ??????? ??????? ??????? ??????? ??????? ??????? ??????? Regards, 

??????? ??????? ??????? ??????? ??????? ??????? ??????? ??????? Luke 
<<Guaranty form ISDA-Engage.doc>> 

 - Guaranty form ISDA-Engage.doc