Teresa G. Bushman
Enron North America Corp.
1400 Smith Street, EB 3835A
Houston, TX  77002
(713) 853-7895
fax (713) 646-3393
teresa.g.bushman@enron.com


----- Forwarded by Teresa G Bushman/HOU/ECT on 12/22/2000 04:53 PM -----

	"Rosser, Dianna" <drosser@velaw.com>
	12/19/2000 05:56 PM
		 
		 To: "'mwilson@milbank.com'" <mwilson@milbank.com>, "'rwight@milbank.com'" 
<rwight@milbank.com>, jeffrey.w.dellapina@chase.com, 
melissa.c.vogel@chase.com, philip.levy@chase.com
		 cc: "Shouse, August" <AShouse@velaw.com>, "'teresa.g.bushman@enron.com'" 
<teresa.g.bushman@enron.com>, "'joseph.deffner@enron.com'" 
<joseph.deffner@enron.com>
		 Subject: blacklined documents and closing checklist comments



Attached please find blacklined versions of the 5 documents that have
changed, based on the 12/15 comments that Melanie Wilson sent as well as the
subsequent conversation between Melanie, August Shouse and myself.  In
addition, the Guaranty has been further revised to reflect the June 2000
Guaranty as opposed to the June 1999 Guaranty.
 Milbank has raised the question as to whether the surety bonds are
assignable, and we understand from Enron that they are not assignable.  This
information has already been relayed by Joe Deffner to Jeffrey Dellapina.

 Milbank has also sent us a closing list.  What we have sent Milbank
includes:
  1.2- Margin Agreement
  1.3- Margin Price Confirmation Letter
  1.4- Enron Guaranty
  1.7- Consent and Agreement (Enron Corp)
  1.8- Consent and Agreement (ENAC)
  2.1- Forward Sale Agreement
  2.2- Confirmation Letter of Natural Gas Inventory Forward
Sale

 Additionally, we have sent Milbank a Letter Agreement regarding
duplicate delivery of information, which does not appear on the closing
list.
 We are not planning on drafting 1.1- Assignment Agreement, as is
currently reflected on the list.  We assume that Milbank is going to draft
this document.  We are also not doing 1.5- Surety Bond; the surety companies
will be doing those.  In addition, 3.1 and 4.1- Good Standing Certificates,
3.2 and 4.2- Secretary's Certificates have traditionally been handled by
Enron Corp.  Lastly, we are not planning on getting 5.1- Good Standing
certificates for Mahonia.

 We would also propose that Milbank reorganize the closing checklist
so that the gas sale transaction documents between Enron and Mahonia are in
one group.For example, 1.2, 1.3, 1.4, 1.5, 1.7, 1.8, 2.1, 2.2 plus the
Letter Agreement regarding duplicate delivery of information should be in
one group regarding the forward sale contract, and all other documents
should be in one or more other groups.

 Please feel free to contact August Shouse or me with any questions
or comments.


 Warm regards,

 Dianna J. Rosser
 Vinson & Elkins L.L.P.
 Business and International Section
 3300 First City Tower
 1001 Fannin Street
 Houston, Texas 77002-6760
 tel: (713) 758-3688
 fax: (713) 615-5899
 email: drosser@velaw.com
>
>
>
>
>  <<Houston_414601_1.DOC>>  <<Houston_414342_1.DOC>>
> <<Houston_414358_1.DOC>>  <<Houston_414377_1.DOC>>
> <<Houston_414393_1.DOC>>
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