I need to send this to Jeff and Ray and get it back agreed to before we can actually fund otherwise I am not comfortable with the agreement and the reps we are making. 


The following representations (among others) have been made to various parties relative to both the credit agreement (with the banks) and the Preferred Stock Agreeement (Dynegy) to the Boards of Transwestern (TW), Northern (NNG) and Enron Transportation Services (ETSC) and it subsidiaries, as well as to Dynegy and the banks:

The funds that are being loaned out of NNG and TW to various entities and the further loans of these funds to Enron will carry Enron Corp guaranties.
The note agreements will reimburse NNG, TW and ETSC and their subsidiaries for their actual expenses associated with these endeavors.
The credit agreements actually require a large degree of separateness and an arm's length standard needs to be applied to dealings between ETSC and its subsidiaries and Enron and the rest of it's subsidiaries.

Before the funding under the credit agreement takes place I would like to make sure that you two are aware of this, have agreed to and understand the conditions and further agree that you will assist me in cleaning up whatever documentation needs to be cleaned up between Enron and ETSC and it's subs to make the above representations not be false.


Rod Hayslett
Managing Director, Chief Financial Officer and Treasurer
Enron Transportation Services Company
EB4054
1400 Smith Street
Houston, TX  77002-7361
713-853-6178
rod.hayslett@enron.com