Our comments and proposed edits (using the Comments and Track Changes 
features of MSWord) are attached.

>>> "ELAINE E. HUFF" <EHUFF@LLGM.COM> 03/20 4:59 PM >>>
Attached you will find the draft of the Response of the Group to the Motion 
for Relief from Stay filed by the Debtor.  As an initial caveat, we have 
prepared this as the scrivener for the Group.  Like the rest of the Group, we 
have not specifically reviewed the substance of this with our client and we 
reserve the right to suggest changes based on our client's comments, as we 
expect the rest of the Group will.  In addition, we have the following 
comments:

1.  In carefully analyzing the Motion for Relief from Stay as part of 
preparing this Response, we became convinced that the Debtor meant that the 
preliminary injunction was to remain effective and does not intend to grant 
general relief from stay as to the Federal District Court action.  It seems 
to us that the Debtor is basically saying by this motion that we should 
proceed in front of FERC, but nobody has the prerogative, without seeking 
further relief of stay from the court, to proceed outside of FERC to resolve 
the charge-back issues.  Accordingly, we did not feel it was appropriate to 
address this issue in the response.  The Group may want to consider 
approaching Debtor's counsel on this issue.

2.  Technically, by asking the Court to include the Amendment 22 proceeding 
as part of the Relief from Stay, we are expanding the relief.  We have tried 
to soft sell this issue as was suggested by the Group to suggest that this is 
simply a related proceeding that is required to go forward to grant complete 
relief as part of the Debtor's motion.  If the Debtor objects to the expanded 
relief, the court will likely not grant it because it was not specifically 
the subject of the motion.  We probably need to lobby Debtor's counsel to 
help get this accomplished without the requirement of filing an additional 
motion for relief.

3.  Check Exhibit A to make sure that all parties are listed and the 
appropriate counsel is listed.  I am trying to simply list the "bankruptcy" 
counsel so that Debtor's counsel knows initially who to contact if there is 
any question relative to a party.  We have not intentionally left anybody 
off.  If someone is missing, it is inadvertent and we will certainly add them 
to the list.

If there are others of your Group who should receive this, please forward it 
to the other members of group.

We have set up a conference call at 12:15 E.T. to discuss this matter.  The 
dial-in number is 1-800-569-0883.  The confirmation number is 5096040.  If 
you have any questions prior to that time you may contact Carl Eklund in New 
York at 212/424-8482 or Jim Huemoeller at 303/291-2632.


LeBoeuf, Lamb, Greene & MacRae


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 - PXResponse2.doc