per our discussion yesterday - let me know it you have any thoughts.  thanks
----- Forwarded by Elizabeth Sager/HOU/ECT on 05/08/2001 08:19 AM -----

	"Lech Kalembka" <Lech.Kalembka@cwt.com>
	05/04/2001 09:07 AM
		 
		 To: elizabeth.sager@enron.com
		 cc: "David Mitchell" <David.Mitchell@cwt.com>
		 Subject: Setoff Provisions


We have attached comments on the provisions you sent to David, together
with a brief cover memo.  Please feel free to call us if you have any
questions or comments.

(See attached file: Rider.pdf)

(See attached file: #563799 v1 - Setoff Memo for Sager.doc)

Lech Kalembka
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY  10038
Tel.: (212) 504-6918
Fax: (212) 504-6666
E-mail: lech.kalembka@cwt.com
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==============================================================================

 - Rider.pdf
 - #563799 v1 - Setoff Memo for Sager.doc