Please see the attached revised guarantees.  Let me know if they are ok.  Thanks.

  

 -----Original Message-----
From: 	Williams, Jason R (Credit)  
Sent:	Monday, October 22, 2001 9:04 AM
To:	Espinoza, Veronica; Sayre, Frank
Subject:	RE: e prime guarantees

Frank -

I have one additional (and substantial) change that needs to be made to the e prime Energy Marketing, Inc. guaranty.  We will be trading both financially and physically with this counterparty, so the guaranty needs to be written accordingly.  It appears that the guaranty as currently drafted is intended solely for financial trading.

Please call me with any questions.


Thanks,

JRW

 -----Original Message-----
From: 	Espinoza, Veronica  
Sent:	Friday, October 19, 2001 3:28 PM
To:	Sayre, Frank; Williams, Jason R (Credit)
Subject:	RE: e prime guarantees

Frank--

Just a couple of credit comments for the attached gty's:

For the e prime, inc. Gty:
Change the name of Excel Energy Inc. to Xcel Energy Inc. in the header
Under the first Whereas, add Enron Canada Corp. (fka Enron Capital & Trade Resources Canada Corp.) ("ECC") as an additional Enron Entity being covered under this gty
Under the 4th Whereas clause, insert ECC as another Enron entity being covered for the physical transactions (confirmed under short term gas contracts)
On the 2nd page, 2nd paragraph--should we define what "Enron Parties" means???
Also, does it matter whether the counterparty's name is in all caps???  They represent it in small caps on all of their docs.

For the e prime Energy Marketing, Inc. Gty:
Add Enron Canada Corp. as an additional Enron entity
Insert another Whereas clause (after the first Whereas clause) that specifies the physical gas transactions with ENA and ECC under certain contracts (none executed yet) or confirmations
Again, do the small caps really matter???

That should be all, unless Jay has some more to add.  Please let me know whether you have any questions.  Thanks again for your help on this!

Regards,

Veronica

 -----Original Message-----
From: 	Sayre, Frank  
Sent:	Friday, October 19, 2001 11:59 AM
To:	Williams, Jason R (Credit); Espinoza, Veronica; Otto, Charles H.; Ortiz, Lucy
Subject:	e prime guarantees

Please find attached copies of two draft guarantees for the e prime group of companies.  The first guarantee is a very complex $30 million one that is based upon e prime Inc.'s relationship with the company as far as Stephanie Panus and I can tell from existing records.  Please review it very very (mucho very) carefully since you are much more familiar than we are with the physical side of this guaranty (especially the reference to "credit, loans or advances" that we simiply copied from the previous guaranty to the present one).  The second guaranty is a much simpler one in the amount of $10 million covering e prime Energy Marketing Inc.'s trading under thieir new ISDA. Based on my conversations with Jay, this is the guaranty structure desired by e prime.  Thanks

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