Attached is a clean and blacklined draft of the changes to the ISDA  Schedule.
We have also attached the proposed form of Enron Corp. Guaranty  and the legal opinions of Enron North America and Enron Corp.
The opinions  of Cadwalader with respect to the ISDA and the Guaranty will be sent shortly  under separate cover from Susan Lobel at Cadwalader.
It appears the only  remaining issue on the ISDA is the "Conditions Precedent" provision which  NYPA is still considering.
Please let me know if these changes meet with your approval.

NYPA ISDA