Please print checklist, Trust and the email itself.  2d message to follow
----- Forwarded by Sara Shackleton/HOU/ECT on 09/07/2000 11:48 AM -----

	"CHRIS KRECEK" <KRECC@andrews-kurth.com>
	09/06/2000 05:04 PM
		 
		 To: "David Barbour" <BARBD@andrews-kurth.com>, "DEBORAH LOWE" 
<LOWED@andrews-kurth.com>, "MURIEL McFARLING" <MCFAM@andrews-kurth.com>, 
"SCOTT OLSON" <OLSOS@andrews-kurth.com>, <alan.quaintance@enron.com>, 
<brenda.l.funk@enron.com>, <charles.delacey@enron.com>, 
<Clement.abrams@enron.com>, <David.roland@enron.com>, 
<Joel.Ephross@enron.com>, <LOri.pinder@enron.com>, 
<sara.shackleton@enron.com>, <tina.livingston@enron.com>, 
<Trevor.Randolph@enron.com>, <trushar.patel@enron.com>, 
<mniebruegge@mayerbrown.com>, <tellwood@mayerbrown.com>, 
<eawilburn@prickett.com>, <Tamullen@prickett.com>, <kenton@rlf.com>, 
<mark.wolf@us.cibc.com>, <Mercedes.arango@us.cibc.com>, 
<schottla@us.cibc.com>, <ARoberts@WilmingtonTrust.com>
		 cc: 
		 Subject: Enron/Tahiti


Attached are the transaction documents for Project Tahiti.  Each of the 
documents is marked to show revisions against the version circulated last 
Wednesday, August 30.  As we discussed on the phone, we have incorporated the 
business agreement reached between CIBC and Enron, as follows:

The Tahiti Series Trust Agreement has been revised to require the consent of 
all certificateholders (which includes Fiji Z LLC, which can only consent 
with the consent of its Class B Member - CIBC) prior to (i) the creation of 
any series after December 31, 2000 (see definition of Series Supplement) and 
(ii) making any amendments to the purpose provision (which specifically 
limits the purposes of the Trust to holding Trust Property - defined as the 
warrants) or the definition of Series Supplement.

The Subscription Agreement has been revised to provide that CIBC's commitment 
to fund on December 31, 2000 will be terminated if the Bali Trust receives 
any funds except in connection with the issuance of debt of the Bali Trust 
(which would require the consent of CIBC as the beneficial owner) or funds 
received from CIBC.

Please be aware that because of the revisions described above, it was not 
necessary to incorporate  all of Tim Elwood's comments received September 3, 
2000.

The documents in WordPerfect format are identified as follows:

Closing Checklist (255001)
Trust Agreement of Tahiti (254424)
Beneficial Interest Certificate (254806)
Series Supplement Creating Series Z (254816)
Tahiti Series Z Certificate issued to Fiji Z (254975)
Warrant Assignemtn (254974)
Promissory Note from Tahiti (254802)
Direction Letter to Owner Trustee of Tahiti (254976)
Amended and Restated LLC Agreement of Fiji Z, L.L.C. (254423)
Promissory Note from Fiji to Tahiti (254977)
Amended and Restated LLC Agreement of Bora Bora (254978)
Promissory Note from Bora Bora to Fiji (254979)
Sale and Auction Agreement (255084)
Independent Auctioneer Letter Agmt (254097)
B Interest Assignment AGmt (254982)
Assignment of Bali Promissory Note to Fiji (255717)
Trust Agreement of Bali (255146)
Reimbursement and Disclosure Agreement (255563)
Promissory Note from Bali to Bora Bora (254981)
Certificate Distribution Agreement (255568)
Subscription Documents (255729);
Certificate Interest Certificate to CIBC (254983); and
Direction Letter to Owner Trustee of Bali (254980)

If you have any questions, please call Muriel McFarling at (214) 659-4461.

Chris Krecek, Secretary/Legal Assistant
Andrews & Kurth L.L.P.
1717 Main Street, Suite 3700
Dallas, Texas 75201
Phone: (214) 659-4481
Fax: (214) 659-4401
Email: ckrecek@andrews-kurth.com

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 - 255729.wpd
 - 254424.wpd
 - 254802.wpd
 - 254806.wpd
 - 254816.wpd
 - 254974.wpd
 - 254975.wpd
 - 254976.wpd
 - 254977.wpd
 - 254978.wpd
 - 254979.wpd
 - 254980.wpd
 - 254981.wpd
 - 254982.wpd
 - 254983.wpd
 - 255084.wpd
 - 255097.wpd
 - 255146.wpd
 - 255563.wpd
 - 255568.wpd
 - 255717.wpd
 - 254423.wpd
 - 255001.wpd