Louise,

The attached, with some minor revisions to be discussed by ENA's business team today, is the return draft that we intend to send to AIG and their counsel before the end of the day.  As discussed in Friday's meeting, I have arranged a lawyers only conference call for this afternoon (2:00p.m.) to apprise AIG counsel (Jay Grushkin at Milbank Tweed) of the NASD Rule that likely prevents ENA from collecting its brokerage fee in the manner contemplated by the LOI.  I'll apprise you of those discussions later today.

Steve 

Steve Van Hooser
Enron North America Corp.
1400 Smith
EB3877
Houston, Texas  77002
713-853-7238
----- Forwarded by Steve Van Hooser/HOU/ECT on 04/23/2001 08:42 AM -----


	"Jay Sonnenberg" <jsonnenberg@bracepatt.com> 04/22/2001 01:56 PM 	   To: <Heather.Kroll@enron.com>, <ozzie.pagan@enron.com>, <steve.van.hooser@enron.com>  cc: "Clark Thompson" <cthompson@bracepatt.com>  Subject: SECURITIES PURCHASE AGREEMENT (AIG).doc	



I have attached a black-lined version of the above agreement, marked to show changes against the version that Milbank prepared.  We look forward to discussing this with you on Monday.

Best regards,

Jay

Jay Sonnenberg
Bracewell & Patterson, L.L.P.
711 Louisiana St., Suite 2900
Houston, TX  77002-2781
(713) 221-1417 (Ph)
(713) 221-2158 (Fax)



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