Ed/Genia:
Would you please follow up with Becky Kalmick at ANPower if we don't receive 
this guarantee amendment (see the note at the bottom) early next week?  
Thanks.
Regards,
Janice

EB3861
Assistant General Counsel, Enron North America Corp.
713-853-1794 (Fax:  713-646-4842)
----- Forwarded by Janice R Moore/HOU/ECT on 05/04/2001 09:46 AM -----

	"Kalmick, Becky" <BKalmick@anpower.com>
	05/02/2001 11:33 AM
		 
		 To: "'Janice.R.Moore@enron.com'" <Janice.R.Moore@enron.com>
		 cc: 
		 Subject: RE: EEI Master -- this time it's attached


Janice,
We have signed the EEI and two originals should be delivered to you shortly.
In the meantime, here's a copy with our signature.
Thanks, Becky

-----Original Message-----
From: Janice.R.Moore@enron.com [mailto:Janice.R.Moore@enron.com]
Sent: Tuesday, May 01, 2001 3:45 PM
To: bkalmick@anpower.com
Cc: Edward.Sacks@enron.com; Genia.FitzGerald@enron.com;
Rhonda.L.Denton@enron.com
Subject: Re: EEI Master -- this time it's attached
Importance: High



(See attached file: ANP Marketing Company CS 050101.doc)





                    Janice R

                    Moore                To:     bkalmick@anpower.com

                                         cc:     Rhonda L
Denton/HOU/ECT@ECT, Genia FitzGerald/HOU/ECT@ECT, Edward
                    05/01/2001           Sacks/Enron@EnronXGate

                    03:13 PM             Subject:     EEI Master -- with
credit terms







Becky:
Here's a revised cover sheet that includes everything we've discussed so
far (including the clause I sent you yesterday), plus credit terms.  These
terms have been based on general discussions b/w your credit people and
ours.  If you can get agreement quickly from your credit department, we can
execute this agreement this week.  If there are any questions, please have
your credit person get in touch w/ Ed Sacks directly (713-345-7712) or call
me if there are problems w/ anything at all.
As I mentioned this morning, the guarantee we have now from American
National Power, Inc. says that it will expire this month, so we'll be
needing an appropriate amendment.  May I suggest that you amend it to use
the language in Enron's standard guarantee, as follows:
          Guarantor  may  terminate  this  Guarantee  by  providing written
     notice  of such termination to Counterparty and upon the effectiveness
     of  such  termination,  Guarantor  shall  have  no  further  liability
     hereunder,  except as provided in the last sentence of this paragraph.
     No  such  termination  shall be effective until five (5) business days
     after  receipt  by  Counterparty  of such termination notice.  No such
     termination  shall  affect  Guarantor's  liability with respect to any
     Transaction  (as  defined  in the Agreement) entered into prior to the
     time  the  termination  is  effective,  which Transaction shall remain
     guaranteed pursuant to the terms of this Guarantee.

I have not been able to obtain a copy of this guarantee from our files, but
we also need to check to be sure that it covers power purchase and sale
transactions of ANP Marketing Company.
Friday is my last day at Enron, and it would be most efficient if we could
wrap this up before then.  Thanks so much for your kind assistance.

Regards,
Janice

EB3811
Assistant General Counsel, Enron North America Corp.
713-853-1794 (Fax:  713-646-3490)



 - ENRON-AM.pdf