Pat,

I have reviewed this agreement and provided my comments under a separate 
email.  I would appreciate your review of Section 4.14 in particular, given 
your familiarity with the compensation plans and benefit plans.  In terms of 
timing, your comments probably can go into the next draft, but if you have a 
chance to look at 4.14 today, it would be great!

Thanks a lot!

Michelle


---------------------- Forwarded by Michelle Cash/HOU/ECT on 10/18/2000 06:30 
AM ---------------------------
From: Anne C Koehler on 10/17/2000 09:13 AM
To: Louis Soldano/ET&S/Enron@ENRON, Rhett Jackson/HOU/ECT@ECT, Morris Richard 
Clark/HOU/ECT@ECT, David Marshall/HOU/ECT@ECT, Michelle Cash/HOU/ECT@ECT
cc: Barbara N Gray/HOU/ECT@ECT 
Subject: Project Triple Lutz

Attached please find a revised draft of the Purchase and Sale Agreement 
prepared in response to Bidder A's comments.  Please review your sections and 
provide me with any comments today.  We plan to circulate to the other side 
this afternoon.  thanks

 Anne C. Koehler
Sr. Counsel, ENA
EB 3832
713-853-3448
----- Forwarded by Anne C Koehler/HOU/ECT on 10/17/2000 09:08 AM -----

	"Collins, Christopher" <chriscollins@velaw.com>
	Sent by: "Lowell, Katrina" <klowell@velaw.com>
	10/16/2000 04:25 PM
		 
		 To: "Lee Jacobe (E-mail)" <ljacobe@lehman.com>, "'bgray@enron.com'" 
<bgray@enron.com>, "Detmering, Timothy (Enron)" 
<timothy.j.detmering@enron.com>, "'patrick.wade@enron.com'" 
<patrick.wade@enron.com>, "'anne.c.koehler@enron.com'" 
<anne.c.koehler@enron.com>
		 cc: "Wills, Anthony" <awills@velaw.com>, "Collins, Christopher" 
<chriscollins@velaw.com>
		 Subject: Project Triple Lutz


Attached is a mark-up of the PSA with Bidder A, which incorporates most of
the Bidder A's comments.  As discussed, we have attempted to include those
comments proposed by Bidder A when possible and yet preserve the more
important "materiality protections for Seller.   The draft is marked against
Seller's bid document form, however, I have asked Lehman to send to me
electronically the Bidder A form.  Upon receipt, I will prepare and
distribute to you a compare-rite which will show the Bidder A comments which
we didn't accept.  In this draft, please note the following:

1.  Enron should confirm and advise whether the delayed closing date (April
2001) as reflected in Section 3.1 is acceptable.

2.  The tax provisions  include V&E's comments, however Enron Tax personnel
should consider carefully the "after tax basis" concept and definition,
Section 4.9 and Article 11.

3.  The appropriate Enron business people should provide input regarding the
proper thresholds and amounts for (i) the Deductible Amount, (ii) the
liability cap, (iii) Section 4.13 and Section 6.3.

4.  The appropriate Enron business people should provide input regarding the
provisions in Section 4.16 (Insurance) including the continuing post-closing
insurance obligations.

5.  The appropriate Enron personnel should advise us regarding the proper
procedures for Buyer to participate (observatory capacity) in the
post-signing business in accordance with Section 7.15.

Once you have had the opportunity to review the attached agreement, please
give me a call to set up a time to discuss your comments and required
revisions.

 <<Triple Lutz:Redlined PSA.DOC>>

 - Redlined PSA.DOC