Subject: Comments to Swap Docs
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked]
Date: Fri, 2 Jun 2000 11:05:00 -0700 (PDT)

Here are my comments to the latest set of swap docs:

1. In the swap assignment, I think that the definition of Regulated 
Subsidiary can be deleted.

2. In Section 3.4 of the swap assignment, in the new language that was added 
at the very end, shouldn't it say after the words "Swap Agreement" "(as it 
relates to the Assigned Interest)"?  In other words, if these events as to 
Party B happen and it results in either an event of default or termination 
event under the swap, shouldn't Party A be entitled to terminate the Swap 
Agreement with respect to the portion that is not being assigned?

3. I'm assuming that the changes to Section 3.5(e) track some current cross 
default language that Enron is now using.

4. In Section 3.8, the word comments should be "consents".

Nora:
Per my voice mail message to you, I'm assuming that you are okay with Section 
5.6.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)