Dear Ms. Heard,

	On behalf of my colleague Michael Mask, I attach a draft ISDA
Schedule and a draft Credit Support Annex for your review.  The terms are
subject to CSFB's review of the draft Enron Guarantee that I believe Lissa
Rosenthal has discussed with you.  Please forward this Guarantee, along with
any comments you may have to the attached, to Michael (212-538-2313) or me.
(Although Michael is negotiating this transaction, he will be out of the
office for the next week and I will be the contact in the interim.)

Thank you,

Reid Gray
212-538-2327

 <<Draft ISDA Schedule (non-Hedge-Fund)091701.doc>>  <<Draft CSFBEL NY Law 2
Way CSA 091701.doc>>



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 - Draft ISDA Schedule (non-Hedge-Fund)091701.doc 
 - Draft CSFBEL NY Law 2 Way CSA 091701.doc