Steve: I am faxing you our remaining comments to the schedules.
Looks like the only  open points relate to :  1. the additional cross-default language.
Have you had a chance to think  about what I e-mailed to you?
2.
DB, pursuant to our request, is considering refining the "materially  weaker" standard in Credit Event Upon Merger to specify a ratings test.
3.
Insertion of our Rider 7 into the ISDA Schedule regarding confirmation  procedures.
4.
DB reviewing LC language and our comments to the Enron Guaranty.
I guess  we still need to discuss the :defenses" language because as I indicated to  you, I'm not sure that your compromise works for us.
I look forward to hearing from you and sorry for the delay.

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