Carol - I have reviewed the changes in both forms attached.  In the LOC, I 
think that they are getting at the point to allow for partial drawings and 
requesting to reduce the auto renewal notice clause to 30 days from 90 days.  
Seems okay to me.  The proposed changes in the Letter of Credit Provisions, 
please ignore.  I have discussed this with them and they have come off it.

Ed Sacks

 -----Original Message-----
From:  moonevw@selectenergy.com@ENRON 
[mailto:IMCEANOTES-moonevw+40selectenergy+2Ecom+40ENRON@ENRON.com] 
Sent: Friday, May 25, 2001 8:36 AM
To: Sacks, Edward
Cc: morisjr@selectenergy.com; lemelpe@NU.COM
Subject: Select Energy EEI and ISDA LOC Formats

Ed-

We received an email from your attorney about the LOC format for the two
contracts.  Our legal counsel has reviewed the format and the provisions
for the LOC and we have two proposed changes to the LOC format and one
proposed change to the Letter of Credit Provisions.  Please call me to
discuss these issues.



(See attached file: Enron LOC language EEI 052501.doc)


(See attached file: Enron ISDA LOC Format 052501.doc)

We would like to keep this process moving forward and finalize the
contracts.

Thanks for your assistance.

Regards-

Valerie Mooney
 - Enron LOC language EEI 052501.doc
 - Enron ISDA LOC Format 052501.doc