John, you have my approval.  Jim


From: John West on 12/12/2000 03:50 PM
To: James Derrick/Corp/Enron@ENRON
cc:  

Subject: 

Jim,                                In 1998,  ENA removed from its balance 
sheet a loan made to The American Coal Company through a transaction with 
Society Generale.  In 1999 the deal was restructured and Soc Gen was taken 
out by Bank of America.  As part of both transactions, there was an  absolute 
put agreement to Enron in favor of Soc Gen and B of A.  B of A has indicated 
it intends to exercise the put which will have the effect of moving the loan 
back on the books of Enron.  Enron's business people don't want this to 
happen and are going to arrange to have a Whitewing entity buy out the B of A 
position.  In order to timely complete the project, outside counsel needs to 
be engaged.  John Dawson at Vinson & Elkins worked on the original 
transaction and has been contacted about this project.  Please acknowledge 
that it is acceptable to use John Dawson and the firm of Vinson & Elkins on 
this project.  The dollar amount of the transaction is approximately 
$92.0mm.  Thank you for your quick response as the business parties want to 
close the deal asap.  John West