Ben:

See the email below from Rebecca to Catherine Clark.

Rebecca informed me a few minutes ago that Catherine is planning to speak 
with Peter Anderson (ESA Corporate Finance) and make it clear to him that ESA 
is responsible for paying the Execution Amount (already determined in the 
Agreement) plus the interest cost ($21,500 per day) until the day on which 
funding occurs. 

If the transaction closes & funds tomorrow as expected, ESA's interest 
payment will be based upon 28 days.  If for some reason the funding is 
delayed, ESA will be responsible for the additional interest cost until 
funding occurs.  Catherine believes that if ESA delivers their notice to 
close [as expected] by 9:30 am tomorrow morning, then there is a high 
likelihood that closing and funding will occur tomorrow.

Rebecca and Catherine believe, and I concur, that this information is best 
delivered verbally directly to ESA's finance person (Peter Anderson).

Call me tonight at home if you wish to discuss.

Fred


---------------------- Forwarded by Fred Mitro/HOU/ECT on 12/19/2000 06:34 PM 
---------------------------
   
	Enron North America Corp.
	
	From:  Rebecca Walker @ ENRON                           12/19/2000 05:49 PM
	

To: Catherine Clark/HOU/ECT@ECT
cc: Fred Mitro/HOU/ECT@ECT 
Subject: Funding/Closing of ESA

Catherine

Ben is concerned that ESA may not be funded on the same day it is closed 
(tomorrow), and that ENA will end up paying the $21,500 in interest for each 
day between closing and funding.  By what time tomorrow must everything be 
executed/wired to ensure that funding and closing both take place tomorrow?

Please include Fred Mitro on future correspondance about this deal.  He is 
working with Kay Mann on both this deal and the Coral energy deal while  Ben 
is out of the office.

Thanks,
Rebecca