IN: Attached is the First Amendment to License Agreement which extends the term of the contract to March 31, 2001. My understanding is that you will be sending it directly to FT. Once they have signed off on the form, let me know and I will get Mark Greenberg to initial it and get it signed by an officer of EnronOnline. Call me at x33399 if you have any questions or if I can be of further assistance.

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OUT: Financial Times Energy Amendment

IN: Tanya: There's no short answer with these people! I think we are fine with their setoff language (part A only) because the NDP always has the option to permit setoff to other agreements between the parties as to amounts payable by the Payee to the Payer (where the Payer owes money under the ISDA to the Payee). So here's my recommendation: (1) Call your friend Andre and hear what he has to say. He has some kind of suggestion about Part (B) and limiting the NDP's payment to the DP to be based upon satisfaction that "nondisputed" amounts having been paid by the DP. Will he also raise the "other agreements" issue here? Not a clue. (2) If Cargill leaves part A in tact and we agree to change part B, I'M FINE. (I'm fine without part B, actually) (3) The potential problem is that Cargill and ENA view part A differently, right off the bat. I think Cargill is wrong because they don't read part A as applying to "other agreements between the parties". But Cargill proposed part A and it DOES apply to "other agreememts between the parties." I don't want to start off on the wrong foot so I'm sure I'll have to discuss this again with Marty. Thanks for your continued help. Sara

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OUT: Cargill, Incorporated - the final SETOFF discussion

IN: David: Could you please confirm the following for me: 1. With ACE USA, Inc., we confirm using the "deemed ISDA" format. For some reason they were on our Annex A list. Do you know why? 2. We only do physical deals with Northern Indiana Public Service Company and the "Columbia Gas" entities. Again, they too were on our Annex A list. Thanks.

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OUT: Annex A Questions

IN: As you know, we are continuously updating the Foreign & Domestic Counsel database so that it can be maintained in the most accurate form; therefore, any new information you may have regarding outside counsel firms that have been interviewed and/or retained in the past month would be greatly appreciated. Also, if you have any updates to the existing database entries we would also like to hear from you. Please take the time to help us update this database so it can be a valuable tool for all of us! Each one of us has full access to the database via your Lotus Notes application at ECT_HOULN1/ECT/Legal/ECT Foreign & Domestic Counsel database. We are also looking for any firms that have been either interviewed or have signed an Engagement Letter with us. Please provide any new information and/or updates either to Nony Flores or Becky Spencer. Thank you for your attention to this matter.

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OUT:
Database Updates