John:
I am checking with our credit person on the cxross default issue.  Also, we 
have changed our form of Guaranty since the prior one was entered into and I 
would prefer that you consider using the new form.  The main difference is in 
Section 2 where we have made chnages to the mechanics for demanding payment 
under the Guaranty.  These are the exact same mechanics that are in the Enron 
Guaranty that I provideed.  Enclosed is the new form.  Let me know what you 
think.



Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)



	"Shuttee, John" <ShutteeJ@EPEnergy.com>
	05/23/2000 11:23 AM
		 
		 To: "'Carol St Clair'" <Carol.St.Clair@enron.com>
		 cc: "Shuttee, John" <ShutteeJ@EPEnergy.com>
		 Subject: RE: Cross Default Language


Carol -

Our legal department is in the process of reviewing the schedule, paragraph
13, and L/C provisions/schedule.  I will send you new drafts once I
incorporate comments from them. Two other things:
1.  Enclosed is a "new" format of Guarantee for your review.  Actually, this
should be similar to the 1995/6 version Enron has already accepted.
2.  I disagree with your changes in C/D threshold discussed below.   We
prefer to limit this to the Credit Support Provider (as per your original
change) as this is who guarantees the ISDA.  I have incorporated your
original comments with little change which you can review when I send the
drafts.

John
> -----Original Message-----
> From: Carol St Clair [SMTP:Carol.St.Clair@enron.com]
> Sent: Monday, May 22, 2000 5:21 PM
> To: Shuttee, John
> Subject: Cross Default Language
>
>
>
> John:
> Please see the enclosed attachment.  If we go with this language then you
> can
> ignore my comments to Part 1 (c) and (e) of the Schedule.
>
> (See attached file: El Paso Cross Default Threshold.doc)
> Carol St. Clair
> EB 3892
> 713-853-3989 (Phone)
> 713-646-3393 (Fax) << File: Mac Word 3.0 >>


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