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From: j.nassos@pecorp.com
To: dtucker@bracepatt.com
Cc: cdade@bracepatt.com, Gregg.Penman@enron.com,  Janet.R.Dietrich@enron.com, 
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Subject: RE: Hub LLC Agreement
Date: Thu, 25 May 2000 14:35:26 -0500
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In discussing the signing of Amendment #1 with Greg Penman, a couple more
changes were made to the document.  As reflected in the attached marked
draft, the signatories for each member have been changed, and a missing
quotation mark has been added.  Per my discussion with Greg, Peoples MW will
sign two copies and leave them with EMW in the Chicago office this
afternoon.

 <<LLC Amend#1 4v3 MRK.doc>>

> ----------
> From:  Nassos, John G.
> Sent:  Thursday, May 25, 2000 10:44 AM
> To:  'Tucker, David - B&P'
> Cc:  cdade@bracepatt.com; Gregg.Penman@enron.com;
> Janet.R.Dietrich@enron.com; lluce@enron.com; lstoler@enron.com;
> stweed@enron.com; Klyasheff, Mary P.; Dobson, Richard E.; Rodriguez, Roy;
> Halfin, Simon B.; Hermann, Timothy J.; Morrow, William
> Subject:  RE: Hub LLC Agreement
>
> I agree with your comment.  Attached is a revised draft, version 3, which
> has one change to the "Now Therefore" line to emphasize the present tense.
> A marked and clean version are attached.
>
> Assuming there are no further comments, I ask that someone at Enron give
> me a call to coordinate signing this amendment by fax today with a hard
> copy followup by overnight mail.  Telephone is (312) 240-4413.  Fax is
> (312) 240-4486.  Thank you.
>
> <<File: LLC Amend#1 3v1 MRK.doc>><<File: LLC Amend#1 v3.doc>>
>
>  ----------
>  From:  David Tucker[SMTP:dtucker@bracepatt.com]
>  Sent:  Thursday, May 25, 2000 10:07 AM
>  To:  j.nassos@pecorp.com
>  Cc:  cdade@bracepatt.com; Gregg.Penman@enron.com;
> Janet.R.Dietrich@enron.com; lluce@enron.com; lstoler@enron.com;
> stweed@enron.com; m.klyasheff@pecorp.com; r.dobson@pecorp.com;
> r.rodriguez@pecorp.com; s.halfin@pecorp.com; t.hermann@pecorp.com;
> w.morrow@pecorp.com
>  Subject:  Re: Hub LLC Agreement
>
>  <<File: #1125605 v2 - AMENDMENT TO LLC AGREEMENT.doc>>
>  Thanks for your email.
>
>  Cle and I have only one comment on the LLC Agreement amendment that
> we need to get signed up today:  the phrase "on or prior to the date that
> the Member's election is made" should be appended to the new language.
>
>  For your convenience, I have attached a new copy of the amendment
> agreement which incorporates the phrase.
>
>  By carbon of this email, I am forwarding this draft to the relevant
> persons at Enron who need to sign off on the agreement.  I will contact
> you immediately if any further changes are required.  In the meantime,
> please let me know if our proposed change "works."
>
>  Thanks!  DT
>
>  David A. Tucker
>  Bracewell & Patterson, L.L.P.
>  Pennzoil Place, South Tower
>  711 Louisiana
>  Houston, Texas 77002
>  Phone:  (713) 221-1414
>  Fax:  (713) 221-1212
>  Email:   dtucker@bracepatt.com
>
>  >>> <j.nassos@pecorp.com> 05/23/00 01:11PM >>>
>  Attached for contemporaneous review and comment by Peoples and Enron
> is a
>  draft amendment to the Midwest Energy Hub limited liablity company
>  agreement.  The amendment is needed because under Section 11.1(viii)
> the LLC
>  is to automatically dissolve on this Friday, May 26, if Risk
> Guidelines are
>  not approved by the LLC Board of Managers.  Although such approval
> is not
>  anticipated to take place by then, I assume both members of the LLC
> do not
>  want to dissolve the company.
>
>  Rather than simply extend the May 26 date for an extra 30 days,
> which could
>  result in yet another amendment if that deadline is missed, the
> attached
>  draft amendment proposes to make dissolution optional at the
> election of
>  either member in is sole discretion after such date.
>
>  Please call or e-mail with questions or comments by 5:00 pm
> Wednesday, May
>  24, to allow adequate time to make any changes and still sign the
> amendment
>  on Thursday.
>
>  John Nassos
>  (312) 240-4413
>
>   <<LLC Amend#1.doc>>
>
>
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or entity to which it is addressed and may contain confidential
and/or privileged material.  Any review, retransmission,
dissemination or other use of, or taking of any action in
reliance upon, this information by persons or entities other than the
intended recipient is prohibited.   If you received this in error, please
contact the sender and delete the material from any computer.

 - LLC Amend#1 4v3 MRK.doc