Clement,
 Russell Diamond of the Enron Credit group would like Enron to issue to 
Engage (now known as Coastal Merchant Energy, L.P.) a blanket guarantee 
covering obligations of ENA, EPMI, ECC and Clinton Energy Management 
Services, Inc. without necessarily tying those obligations to specific 
contracts.  Do you have a form of guaranty that could be used for this.  I 
think that the guaranty would still have a limit ($25MM)?.  Please advise.
----- Forwarded by Dan J Hyvl/HOU/ECT on 10/13/2000 11:41 AM -----

	Dan J Hyvl
	10/13/2000 11:35 AM
		
		 To: Russell Diamond/HOU/ECT@ECT
		 cc: Debra Perlingiere/HOU/ECT@ECT, Jeffrey T Hodge/HOU/ECT@ECT, William S 
Bradford/HOU/ECT@ECT
		 Subject: Re: Engage

Russell,
 The below two documents are the credit worksheet and the contract 
relationship documents which you provided.  The credit worksheet states that 
the guaranty should cover ENA, EPMI, ECC and Clinton Energy Management 
Services, Inc. and additionally should cover the master energy agreement with 
EPMI.  Do we have a date of execution or effective date for such master 
energy agreement.  The contract relationship document merely states that the 
guaranty should cover the new master firm purchase sale agreement  that ENA 
is negotiating with Engage and an master energy agreement between EPMI and 
____.  No agreements of any type are specified for ECC or Clinton Energy 
Management Services, Inc.  Also, are any of the Master Swap agreements that 
ENA has with Engage to be covered by the requested guaranty?  I believe that 
we need to get together at your convenience and determine exactly which 
contracts Enron Corp. is to cover with the guaranty agreement being offered 
as a part of the security for the Master Firm Purchase Sale Agreement.  
Please let me know when you will be available to discuss.








	Russell Diamond
	10/13/2000 10:57 AM
		
		 To: Dan J Hyvl/HOU/ECT@ECT
		 cc: Debra Perlingiere/HOU/ECT@ECT, Jeffrey T Hodge/HOU/ECT@ECT, William S 
Bradford/HOU/ECT@ECT
		 Subject: Re: Engage

Dan,

I provided all the information that you are asking for on the original credit 
worksheet I e-mailed to ENA legal on August 29.  You will notice in the 
comments section the Enron entities I wanted covered in the guaranty along 
with the Contracts that needed to be reference.  If you need a copy the 
specific contracts that need to be covered they can be obtained through the 
documentation group, or through 'Live Link' on our computers.  Please make 
note of the name change that has now occurred with respect to Engage.

Russell




Dan J Hyvl
10/13/2000 10:24 AM
To: Russell Diamond/HOU/ECT@ECT
cc: Debra Perlingiere/HOU/ECT@ECT, Jeffrey T Hodge/HOU/ECT@ECT, William S 
Bradford/HOU/ECT@ECT 
Subject: Re: Engage  

Russell,
 We need closure on the guaranty issue.  All of the guaranty formats you 
provided to me covered specific enron entities under specific contracts that 
were identified in the guaranty.  If you can give me the specific contracts 
for each of the other enron entities you want covered by the Gas physical 
master contract of ENA whose payment obligations to Engage Energy Marketing, 
L.P.you want guarantied by Enron, I will take the lead to draft the guaranty 
and have it forward to Enron Corp for approval prior to sending it out as a 
draft to Engage Energy Marketing, L.P. 



	Russell Diamond
	10/13/2000 10:11 AM
		 
		 To: Dan J Hyvl/HOU/ECT@ECT, Debra Perlingiere/HOU/ECT@ECT
		 cc: Jeffrey T Hodge/HOU/ECT@ECT, William S Bradford/HOU/ECT@ECT
		 Subject: Re: Engage

Dan,

This is in response to my continued efforts with legal to make note of my 
intended priority of executing a Master Firm with Coastal Energy (formerly 
Engage US).  As previous e-mails below indicate and phone calls with the ENA 
legal group and Coastal, the draft has yet to be sent out.  I have confirmed 
with Coastal today, they have STILL not received the draft although are 
expecting this from ENA.  We have outstanding exposure with this entity and 
is important from a credit, legal, and contractual standpoint that an 
agreement is executed.  I understand that in the past they have been 
unwilling to negotiate a Master although I want one put in place. Please do 
what you need to, to get this draft sent to the counterparty.

Regards,
Russell


---------------------- Forwarded by Russell Diamond/HOU/ECT on 10/13/2000 
10:00 AM ---------------------------
   


From:  Russell Diamond                                                        
     09/28/2000 10:07 AM	
	
	
	                           
	

To: Dan J Hyvl/HOU/ECT@ECT
cc: Debra Perlingiere/HOU/ECT@ECT, William S Bradford/HOU/ECT@ECT 
Subject: Re: Engage  

Dan,

Per Debra's e-mail to me, why can we not include other entities on this 
guaranty, it seems we have got guaranty's in place with other counterparty's 
in which they reference specific contracts as well as entities not related to 
the  contract, i.e. Sempra, Duke, Aquila, Dynegy,......  

Dan,
I see the execution of this contract as a priority considering the trading 
volumes on Enron Online and current market conditions.  I know in the past, 
we have been unable to negotiate a Master Firm with Engage US, although their 
legal group is fully aware of our request to negotiate a contract. Please 
send the draft out to the contact listed on the credit worksheet and 
priortize the negotiation of this contract.

Regards,
Russell





DEBRA PERLINGIERE
09/27/2000 12:05 PM
To: Russell Diamond/HOU/ECT@ECT
cc: Dan J Hyvl/HOU/ECT@ECT 
Subject: Engage

  This draft has not been sent due to pending guaranty issues.  The attached 
has guaranties for The Coastal Corporation and Enron Corp.  for 20mm / 30 mm 
( per your change) and are specific to this agreement.  Dan has advised the 
guaranties are written for the agreement and we cannot change to include 
other Enron Companies.  You will need to contact  Enron Corp. for a guaranty 
to included other companies.

Please let me know how you wish to proceed.  Finally, the contact on your 
worksheet is Faye Carlin (713) 877-7133



Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490