Rhett:
Does this work for you?  This is language from Deutsche Bank in lieu of their 
proposed modifications to the defined term "Indemnifiable Tax" which you 
looked at a few weeks ago.
Carol
----- Forwarded by Carol St Clair/HOU/ECT on 06/23/2000 02:20 PM -----

	steven.kessler@db.com
	06/23/2000 11:53 AM
		 
		 To: Carol.St.Clair@enron.com
		 cc: 
		 Subject: Indemnifiable Tax language




Hi Carol:

Here is the Tax Language.

Regards,

Steve

(i)  Section 5(b)(ii) of the Agreement is amended by adding the following
language at the end of clause (2) thereof and before the semicolon therein:

_g(a _gNet Payment_h), provided, however, that, in the event of the receipt
by a party of a Net Payment due to the failure of a Tax to be an
Indemnifiable Tax because of a present or former connection between the
jurisdiction of the government or taxation authority imposing such Tax and
the recipient of such payment or a person related to such recipient, the
relevant date referred to in clause (x) and (y) above shall be the date
which is sixty days prior to the date on which a Transaction is entered
into (rather than the date on which a Transaction is entered into)_h.