I am willing to wear the risk.  Remember, my $100.  Mark



	Andrew Edison@ENRON
	06/07/2001 04:30 PM
		 
		 To: Mark E Haedicke/HOU/ECT@ECT
		 cc: 
		 Subject: El Paso Arbitration

After our discussion this afternoon, I have given some additional thought -- 
and talked to outside counsel -- about the negative potential consequences of 
filing an arbitration against El Paso.  While I think we should accept the 
risks, here they are all from our vantage point:

First, El Paso could move the Swap Agreements from EPME and claim
the Guaranty Agreements do not follow.  

Second, we could lose on our claims.  This would give El Paso the right to 
move the Swap Agreements from EPME and claim the Guaranty Agreements do not 
follow. 

Third, El Paso could fight us on the arbitrability of the Guaranty
Agreement claim.  We could end up with two proceedings -- our arbitration and
a court proceeding El Paso initiates on the Guaranty Agreement claim.
Unfortunately, El Paso would have the opportunity to choose the forum on the
Guaranty Agreement claim.

Fourth, El Paso could counterclaim on the breach of the confidentiality
provision.  I think they would have a good argument that we have breached
that provision by showing the Swap Agreements etc. to people outside the
company such as our bankers.  I am not clear what damages they could claim
based on that alleged breach.

I haven't heard anything to suggest there are other claims out there for El
Paso to assert, but we haven't done much investigating in that area either.
I suppose if El Paso got really mad, they might look back over the 
negotiations in this deal and others to see if they have any other claims 
they could construct.

Andy