RE: ISDA Master Agreement ,
 Dear Sara,

I have been advised that a response regarding the Cargill, Inc.
guarantee of Cargill-Alliant, LLC was returned with comments to
Ed Sachs early last week.  Are you aware if the language was found
acceptable?

Also, regarding the modification we requested to the Set-Off
language of the most recent draft, can you please advise if we've
come to agreement on these?  (What was the reason behind adding
the second paragraph of the Set-Off provisions?)

Regards,
Mara Alexander
Sr. Documentation Analyst
Cargill, Incorporated
Tel: 952.984.3417
Fax: 952.984.3872
e-mail: Mara_Alexander@Cargill.com

-----Original Message-----
From: Alexander, Mara /xtwn
Sent: Tuesday, February 27, 2001 7:38 AM
To: 'Sara.Shackleton@enron.com'
Subject: RE: ISDA Master Agreement


Sara,

My Credit Manager advises that he needs to consult with one of our
Corporate Treasury's attorneys on the Cargill, Inc. guarantee, but
that attorney will be out all this week.  Hopefully I can get a
response to you on the guarantee early next week.

Meanwhile, attached please find one small change to Set-Off language
from the latest draft.  Can you please explain the reason behind
adding the second paragraph -- is this bankruptcy related?

Regards,
Mara Alexander
Sr. Documentation Analyst
Cargill, Incorporated
Tel: 952.984.3417
Fax: 952.984.3872
e-mail: Mara_Alexander@Cargill.com

-----Original Message-----
From: Alexander, Mara /xtwn
Sent: Monday, February 26, 2001 5:09 PM
To: 'Sara.Shackleton@enron.com'
Subject: RE: ISDA Master Agreement


Sara,

I'm sorry, but I'm still awaiting word on the Cargill, Inc. guarantee
of
Cargill-Alliant, which was in the hands of our Credit Manager for a
final
once-over.  (Unless they've by-passed me?  Have you seen a revised copy
of
this guarantee?)

I also need that same Credit Mgr. to give his final nod of approval to
the
Set-Off language you'd put into the last draft.  Our Legal only had on
a
couple of minor comments on it.

Thanks for the follow-up!  I intend to press hard this week for a final
response so we can at last get this wrapped up.

Mara Alexander
Sr. Documentation Analyst
Cargill, Incorporated
Tel: 952.984.3417
Fax: 952.984.3872
e-mail: Mara_Alexander@Cargill.com


-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: Monday, February 26, 2001 4:45 PM
To: alexander, mara /xtwn
Subject: ISDA Master Agreement


Mara:  Are we done?  I don't think we have heard from you about the
master?
Can we go ahead and have the guaranty executed?  I don't think we have
any
outstanding issues.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
sara.shackleton@enron.com