Message-ID: <6696293.1075842329091.JavaMail.evans@thyme>
Date: Wed, 29 Nov 2000 06:48:00 -0800 (PST)
From: debra.perlingiere@enron.com
To: mike.smith@enron.com
Subject: 
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Jeff Hodge requested that I forward the following collateral language for 
your review. Please let me know if I can be of further assistance.

[4.6.] Collateral Requirement/Termination Payment Threshold.  If at any time 
and from time to time during the term of this Agreement (and notwithstanding 
whether a Triggering Event has occurred) the Termination Payment that would 
be owed to a Party in respect of all Transactions then outstanding should 
exceed $______, such Party as the Beneficiary Party may request the other 
Party to establish a Letter of Credit as the Account Party in an amount equal 
to the Termination Payment in excess of $______ (rounding upwards for any 
fractional amount to the next $______), or such other collateral as may be 
reasonably acceptable to the Beneficiary Party.  The Letter of Credit or 
other collateral shall be delivered within two Business Days of the date of 
such notice.  On a Monthly basis, such Letter of Credit may be increased or 
reduced correspondingly to the amount of such excess Termination Payment 
(rounding upwards for any fractional amount to the next $______).  For 
purposes of this Section [4.6], the calculation of "Termination Payment" 
shall include all amounts owed but not yet paid by one Party to the other 
Party whether or not such amounts are then due, for performance already 
provided pursuant to any and all Transactions.



Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490