Mark;
I thought you should see this - Sara
----- Forwarded by Sara Shackleton/HOU/ECT on 12/21/2000 12:40 PM -----

	Shari Stack
	12/21/2000 12:31 PM
		
		 To: Sara Shackleton/HOU/ECT@ECT, Mary Cook/HOU/ECT@ECT, Veronica 
Espinoza/Corp/Enron@ENRON, Russell Diamond/HOU/ECT@ECT, Rudwell 
Johnson/NA/Enron@ENRON, Tom Moran/HOU/ECT@ECT, Tanya Rohauer/HOU/ECT@ECT, 
William S Bradford/HOU/ECT@ECT, Susan Bailey/HOU/ECT@ECT, Samantha 
Boyd/NA/Enron@Enron, Stephanie Panus/NA/Enron@Enr
		 cc: Tracy Ngo/PDX/ECT@ECT
		 Subject: Re: Edison Mission Marketing & Trading, Inc.

I have agreed with Tracy that I will handle this email for the Swap Group. 

Shari




	Tracy Ngo
	12/21/2000 11:57 AM
		 
		 To: Shari Stack/HOU/ECT@ECT
		 cc: 
		 Subject: Edison Mission Marketing & Trading, Inc.


---------------------- Forwarded by Tracy Ngo/PDX/ECT on 12/21/2000 10:03 AM 
---------------------------


Tracy Ngo
12/20/2000 10:54 PM
To: Susan Bailey/HOU/ECT@ECT, Samantha Boyd/NA/Enron@Enron, Stephanie 
Panus/NA/Enron@Enron
cc: Sara Shackleton/HOU/ECT@ECT, Mary Cook/HOU/ECT@ECT, Veronica 
Espinoza/Corp/Enron@ENRON, Russell Diamond/HOU/ECT@ECT, Rudwell 
Johnson/NA/Enron@ENRON, Tom Moran/HOU/ECT@ECT, Tanya Rohauer/HOU/ECT@ECT, 
William S Bradford/HOU/ECT@ECT 

Subject: Edison Mission Marketing & Trading, Inc.

Edison Mission Marketing & Trading, Inc. ("EMMT") has agreed to provide to 
ENA two (2) separate guaranty agreements:  (i) the first guaranty from Edison 
Mission Energy for four (4) specific swaps that were previously entered into 
with ENA, and (ii) the second guaranty from Edison Mission Midwest Holdings 
Co. for other financial transactions (previously entered into and for new 
swaps).

EMMT had previously provided to me their guaranty format (which actually 
looks like a combination of a previously accepted physical power gty and the 
financial guaranty format that ENA sends with ISDA drafts).  I have taken 
EMMT's format and took a stab at reviewing/commenting on their format by 
following our accepted format.  There are two guaranty format attachments 
below that have my red-lined comments for ENA financial legal's review.  The 
third attachment is my suggestion to add the 4 executed confirms for the 
Edison Mission Energy gty as a Schedule A to the gty (for your review and 
comments as well).

In summary and for clarification, the terms for both guaranties are as 
follows:
(i)  Guarantor:  Edison Mission Midwest Holdings Co.
Covered CP:  Edison Mission Marketing & Trading, Inc.
Beneficiary:  Enron North America Corp.
Effective Date of Gty:  August 28, 2000
Execution Date of Gty:  December 21, 2000 (or as soon as possible)
Expiry Date:  open
Amount:  $15,000,000
Products Covered:  swaps, options, or other financially-settled derivative 
transactions (NO executed ISDA)

(ii)  Guarantor:  Edison Mission Energy
Covered CP:  Edison Mission Marketing & Trading, Inc.
Beneficiary:  Enron North America Corp.
Execution and Effective Date of Gty:  December 21, 2000 (or as soon as 
possible)
Expiry Date:  January 31, 2002
Amount:  $35,000,000
Specific Financial Transactions Covered:  four (4) specific confirms.  
Transaction ID's are:  NA8930.1, NA9105.1, NA9106.1, NC8086.1 (NO executed 
ISDA)

I made efforts on wearing my "legal hat" by the red-lined comments to the 
guaranty format.  Feel free to modify/accept/add comments, etc.  I would 
appreciate your immediate attention to the requested reviews.  I am available 
in Portland at 503-464-8755 or (cell 503-807-5633) should you have any 
questions regarding the aforementioned.  In the essence of time, Credit is 
requesting that legal provide comments given that there is NO EXECUTED MASTER 
ISDA.  It is critical that we accept the guaranties first once negotiated, 
and pursue an ISDA early next year.

Thanks for all of your prompt attention regarding this matter.

Regards,
Tracy
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