Subject: Guaranty to Deutsche Bank
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Thu, 19 Oct 2000 09:45:00 -0700 (PDT)

Tana,

After having talked to Steven Kessler at Deutsche Bank, the revised language 
for Section 2, Demands and Notice, is as follows:

DEMANDS AND NOTICE.  Upon the occurrence and during the continuation of an 
Event of Default or Termination Event, if Enron fails or refuses to pay any 
Obligations and Counterparty has elected to exercise its rights under this 
Guaranty, Counterparty shall make a demand upon Guarantor (hereinafter 
referred to as a "Payment Demand").  A Payment Demand shall be in writing 
with a specific statement that Counterparty is calling upon Guarantor to pay 
under this Guaranty.  Payment shall be made promptly, but in no event more 
than two (2) business days after receipt of the Payment Demand by Guarantor.  
A single written Payment Demand shall be effective as to any specific default 
during the continuance of such default, until Enron or Guarantor has cured 
such default, and additional written demands concerning such default shall 
not be required until such default is cured.