Gerald,

I reviewed the guaranty.  There are some legal issues that must be approved 
by Jim Derrick.  The first is the lack of carve out for indirect damages and 
the second is the choice of law and jurisdiction provision.  I personally am 
opposed to the form being presented and the fact that we either execute it or 
we don't play.  However, the final acceptance of the guarantee is not my 
call.  The process of obtaining approval from Mr. Derrick is as follows: (1) 
He requires that a lawyer from the legal group representing the business unit 
draft up a short memo for his attention describing the deal, the specific 
provisions that are in opposition to Enron Corp. policy (here, it would be 
indirect damages and choice of law/jurisdiction) and the business 
justification for doing so.  For a faster response, it is recommended that 
the lawyer also leave a voice mail message for Mr. Derrick briefly describing 
the issues.  He is pretty quick in returning responses.  I believe that he 
will be out of the office until Monday, but can be reached by voice mail.  If 
and when approved, it is suggested that Mr. Derrick also leave me a voice 
mail message indicating his approval.  Once done, I can intial off on the 
guarantee and will add a copy of the memo to the Guarantee file (you can also 
send to me a copy of the memo).  Let me know if you have any questions.

Clement

 -----Original Message-----
From:  Nemec, Gerald  
Sent: Thursday, March 22, 2001 10:10 AM
To: Abrams, Clement
Subject: FW: Kern P/G

Clement,  The form of Kern River guaranty is attached at the end of this 
email.    This is the form we would use for both the ENA bid and the 5 other 
third parties who have submitted bid on behalf of ENA.   Please review.


----- Forwarded by Gerald Nemec/HOU/ECT on 03/22/2001 10:03 AM -----


	Stephanie Miller@ENRON 03/20/2001 01:58 PM 	   To: Gerald Nemec/HOU/ECT@ECT  
cc:   Subject: FW: Kern P/G



---------------------- Forwarded by Stephanie Miller/Corp/Enron on 03/20/2001 
01:58 PM ---------------------------
From: Veronica Espinoza/ENRON@enronXgate on 03/20/2001 11:25 AM
To: Clement Abrams/ENRON@enronXgate
cc: Stephanie Miller/Corp/Enron@ENRON, Julie A Gomez/HOU/ECT@ECT 

Subject: FW: Kern P/G

Clement,

Per my voicemail, attached below is the Gty format for Kern River.  The info 
is as follows:

Entities: ENA and Kern River Gas Transmission Company
Amount: $1.2MM
Expiration: 6/30/2003
Address: Kern River Gas Transmission Company
Attention: Paula Lauritzen
2800 Post Oak Blvd.
Houston, TX  77056

Again, it is extremely important that this gty is issued prior to March 26th 
(next Monday), as that is the absolute deadline that Kern River is giving 
ENA.  Give me a call if you need any other info.

Thanks again,
Veronica

 -----Original Message-----
From:  "Fernandez, Richard W" <Richard.W.Fernandez@Williams.com>@ENRON 
[mailto:IMCEANOTES-+22Fernandez+2C+20Richard+20W+22+20+3CRichard+2EW+2EFernand
ez+40Williams+2Ecom+3E+40ENRON@ENRON.com] 
Sent: Tuesday, March 20, 2001 11:13 AM
To: Espinoza, Veronica
Cc: Lauritzen, Paula M
Subject: Kern P/G


As discussed.. 
 <<KERNGTY.DOC>> 
Richard Fernandez 
Treasury Dept. 
Williams Gas Pipeline Company   
Ph: 713-215-3645 
Fax: 713-215-3648 

 - KERNGTY.DOC << File: KERNGTY.DOC >>