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