Clem:

Attached to the end of this string of emails is the Bear, Stearns & Co. 
("Bear") form of guaranty.  My only issue is with Section 1.  Consents, 
Waivers and Renewals of the Bear guaranty which Bear insists upon .  Although 
Bear will agree to the Enron form of guaranty,  our Par. 4 Setoffs and 
Counterclaims problematic in light of Bear's waiver provision.  I'd like to 
discuss with you.  

ENA has agreed to a Securities Lending arrangement with Bear and the ENE 
guaranty (capped at $25million and restricted to ENA's arrangements with 
Bear) is part of that "package".

FYI, several Enron companies have accounts with Bear. 

When do you think we could discuss?




Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 02/08/2001 12:53 PM -----

	Paul Radous@ENRON
	01/10/2001 08:13 PM
		 
		 To: Sara Shackleton/HOU/ECT@ECT
		 cc: 
		 Subject: Bear Stearns Guarantee. I'll call to follow up tomorrow a.m.

I suppose you ought to have a look at this as well?
---------------------- Forwarded by Paul Radous/Corp/Enron on 01/10/2001 
08:14 PM ---------------------------
   
	Enron North America Corp.
	
	From:  Sheila Glover @ ECT                           01/10/2001 07:40 AM
	

To: Paul Radous/Corp/Enron@ENRON
cc: Jeff Kinneman/HOU/ECT@ECT, Tom Doukas/NA/Enron@ENRON 

Subject: Bear Stearns Guarantee. I'll call to follow up tomorrow a.m.

Paul,
I sent our Letter of Guaranttee form to Bear Stearns.  They have forwarded 
theirs to me.  Russ Miron, Bear Stearns, is supposed to call this morning.  I 
will try to conference you in when I receive his call or we will reschedule.
Thanks. Sheila
---------------------- Forwarded by Sheila Glover/HOU/ECT on 01/10/2001 07:33 
AM ---------------------------


"Miron, Russel (Exchange)" <rmiron@bear.com> on 01/09/2001 07:05:10 PM
To: "'sheila.glover@enron.com'" <sheila.glover@enron.com>
cc:  
Subject: Bear Stearns Guarantee. I'll call to follow up tomorrow a.m.


 - Guaranty_CWTFinal Form.doc


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