Message-ID: <21336088.1075844480607.JavaMail.evans@thyme> Date: Sat, 14 Oct 2000 07:28:00 -0700 (PDT) From: clement.abrams@enron.com To: petej@andrews-kurth.com Subject: Re: Enron Corp. Guaranty - Midcoast Marketing, Inc. Cc: samantha.boyd@enron.com, sara.shackleton@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: samantha.boyd@enron.com, sara.shackleton@enron.com X-From: Clement Abrams X-To: "JASON PETERS" X-cc: Samantha.Boyd@enron.com, Sara.Shackleton@enron.com X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_1\Notes Folders\Notes inbox X-Origin: SHACKLETON-S X-FileName: sshackle.nsf Jason Since I have only one comment with respect to the attached document, I will simply recite it below. Section 1, GUARANTY: In the last sentence added by the Counterparty, it isn't really relevant for purposes of the Guarantor. What would be relevant would be to state that the Guaranty will continue to be effective if the Company mergers or consolidates with or into another entity, ....... The Guaranty captures the concept of it being enforceable by the Counterparty, its successors and assigns in Section 11, Miscellaneous. The language in the last sentence in Section 1 added by the Counterparty seems superfluous and probably unnecesary. We also spoke about the Guaranty to President and Fellows of Harvard. I did receive comments from its counsel. Unfortunately, the faxed copy that I received was in such bad shape that I could not make out some of the comments. Also, there were some changes made that I didn't quite understand. I will request Tim Diggins (Ropes & Gray) to send another fax to me and maybe that will clear up the ambiguity. Clement "JASON PETERS" 10/09/2000 05:28 PM To: cc: , Subject: Enron Corp. Guaranty - Midcoast Marketing, Inc. Clement, Pursuant to Sara Shackleton's request, attached for your review, please find a blacklined copy of the Enron Corp. Guaranty marked to show requested changes by the above-referenced counterparty in connection with the negotiation of a Master ISDA Agreement between ENA and Midcoast Marketing, Inc. Should you have any comments or questions, please call me at 713-220-4124. I have been advised that this ISDA is considered a Top 10 by ENA's credit department, therefore, your attention to this matter is greatly appreciated. Thanks, Jason - Blacklin.DOC