Yes. I believe that is correct. I will review the documents with regards to 
true assignment to a third party beyond assigning to an affiliate. But the 
transaction was structured to give Enron complete commercial flexibility with 
regards to restructuring or renegotiating the contracts. The sale is a bit 
more than a restructuring but the remedy is likely to be the same. Either 
Enron will retire the outstanding amounts under the monetization or give an 
indemnity for any losses associated with the transfer. The banks will likely 
accept either. Could you give me an idea of when the actual sale (cash 
changing hands) would likely take place. If we close with conditions 
precedent that are not likely to be met before 2001, I am less concerned 
about the negative funds flow issue of prepaying the financing. Regardless, I 
would imagine the outstanding amount under those contracts is getting quite 
small through five years of amortization. Thanks.




Dan J Hyvl
09/06/2000 05:41 PM
To: , Joseph Deffner/HOU/ECT@ECT, Anne C Koehler/HOU/ECT@ECT, Barbara N 
Gray/HOU/ECT@ECT
cc:  
Subject: Monetized Contracts

Joe,
 Yesterday when we talked, I noted that Enron is considering selling certain 
pipeline and contract assets, certain of which contracts may have been 
previously monetized.  This is to confirm that the contracts which were 
monetized as a part of CASH II, being the contracts with Union Carbide, Texas 
Utilities Fuel Company and Southern Union Gas Company, and the two contracts 
with Entex, a division of Noram Energy Corp. (now Reliant Energy Entex, a 
division of Reliant Energy Resources Corp.) could, if necessary,  be assigned 
to an Enron subsidiary and that subsidiary could be sold to a third party 
without necessarily having to unwind the prior monetizations.  Please advise 
if this is not correct?  I will notify you with the specific contract 
information if these contracts are included in any sale to a non Enron entity.