The draft looks accurate regarding facts and history.  

In paragraph 11 I would suggest that you consider adding the reason given by 
El Paso for this requested change: internal accounting flexibility, i.e. that 
they may wish to house these swaps in some other El Paso entity in the future 
for bookeeping convenience.  When this change was agreed it was with the 
understanding that the Guaranty would follow the swaps.  Even if the actual 
documentation is ambiguous this was the explicit understanding of those 
present at the time the request was made and the change agreed.



From: Andrew Edison on 05/04/2001 04:50 PM
To: Mark E Haedicke/HOU/ECT@ECT, Charles Ward/Corp/Enron@ENRON, Joseph 
Deffner/Enron@EnronXGate, Lisa Mellencamp/HOU/ECT@ECT, Brad 
Alford/NA/Enron@Enron, Richard B Sanders/HOU/ECT@ECT, W David 
Duran/HOU/ECT@ECT
cc:  

Subject: El Paso -Petition for Declaratory Relief

Attached is a draft of the declaratory judgment action prepared by Baker 
Botts, our outside counsel on this matter.  A conscious effort has been made 
for the petition to be short and sweet.  However, we need to make sure the 
underlying facts and the history of the transaction are described properly.  

Please take a few moments to review this draft and forward me any comments by 
e-mail or fax (713-646-3490).

Thanks.




 - Petition for Declaratory Relief.DOC