Re: Margin Lines: Bank One and ABN ,
 Mary,

Set forth below are the provisions that should be included in a margin 
agreement whereby ENA will borrow funds from a non-U.S. entity (i.e., ABN 
AMRO) and make payments of principal and interest pursuant to the borrowing.  
As you'll note, the language provides that ENA will only be required to make 
(and be liable for) payments of interest that are net of any U.S. withholding 
tax and, thus, ABN AMRO will bear the burden of any U.S. withholding tax.


All payments under this Agreement shall be made without any deduction or 
withholding for or on account of any Tax unless such deduction or withholding 
is required by any applicable law, as modified by the practice of any 
relevant governmental revenue authority, then in effect.  If a party is so 
required to deduct or withhold, then that party ("X") shall (a) pay to the 
relevant authorities the full amount required to be withheld promptly upon 
the earlier of determining that such deduction or withholding is required or 
receiving notice that such amount has been assessed against Y, (b) pay and be 
liable to Y for only the net amount owed after reduction for any Tax, and (c) 
promptly forward to Y an official receipt (or a copy thereof), or other 
documentation reasonably acceptable to Y, evidencing such payment to such 
authorities.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment 
or fee of any nature (including interest, penalties, and additions thereto) 
that is imposed by any government or other taxing authority in respect of any 
payment under this Agreement.

Please contact me at ext. 35777 with any questions.

Best regards,

Jeff




MARY COOK
07/14/2000 11:18 AM
To: Mark Taylor/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT, Tana 
Jones/HOU/ECT@ECT
cc: Jeff Blumenthal/HOU/ECT@ECT, Jason Peters/Corp/Enron@Enron 
Subject: Margin Lines:   Bank One and ABN


Bank One Line is closing today, with give up agreement to be finalized early 
next week.  If there is any particular "file" processing for credit lines 
applicable to this group, please advise.  Otherwise, I will have file with 
originals set up and provided to Kay Young for central file room.

ABN further comments are due Monday and phone conference indicates very few 
issues.  Should close next week.

By copy to Jeff, please provide tax comments on ABN on Monday.  Thank you.  
Mary
mary.cook@enron.com