Hi Lisa
 
I have rad all documents and have a few comments - will stop by as soon as I get in in am.  Great job.
 
Elizabeth

-----Original Message----- 
From: Mellencamp, Lisa 
Sent: Wed 10/3/2001 12:07 AM 
To: Elizabeth.Guffy@bakerbotts.com@ENRON; IMCEANOTES-Wesley+2EShields+40bakerbotts+2Ecom+40ENRON@enron.com; David.Burns@bakerbotts.com 
Cc: Tribolet, Michael; Golden, Jeff; Sager, Elizabeth; Eickenroht, Robert; Bradford, William S. 
Subject: RE: Revised documents


took quick look:
1. second amendment--take out bracketed language in 2(c). put gas imbalance in cert. (michael look at)
2.sec. agreement--see earlier email about belt and suspendering deposits and natural gas in pipe/storage in descriptions of collateral. paragraph numbers need fixing.do not fully understand section 3(e)--clarify. need event of default definition which includes a Default under the master and breach of covenant in security agreement. i have cross defaulted in the second amendment.
3. ratifications--would like language whereby they approve and consent to the terms and conditions of the second amendment and the security agreement as well. robert, please advise re whether space between newpower in the holding company. scan and make sure space in the sub in the name and defn. please. inconsistent in some spots.
4. please do uccs for tx., del. and n.y. now. advise if any other places/think these are  wrong. would like to send at the same time to new power.
5. need certificate as exh.b.
thanks for help and staying late. internal enron people, please send further comments/questions/disagreements to me and elizabeth sager at same time and we will consolidate and get back to b and b in the am. need by 9.
 

-----Original Message----- 
From: Elizabeth.Guffy@bakerbotts.com@ENRON 
Sent: Tue 10/2/2001 11:03 PM 
To: Mellencamp, Lisa; IMCEANOTES-Wesley+2EShields+40bakerbotts+2Ecom+40ENRON@enron.com; David.Burns@bakerbotts.com 
Cc: Tribolet, Michael; Golden, Jeff; Sager, Elizabeth; Eickenroht, Robert; Bradford, William S. 
Subject: Revised documents



Attached are revised versions of the Second Amendment to the Master Netting

Agreement (with a blacklined copy) reflecting my comments on Lisa's draft

and Robert's comments, a revised version of the Security Agreement (with a

blacklined copy) incorporating Lisa's comments, and a Ratification of

Guaranty for each of the guaranties.

Please note that David Burns has not had an opportunity to review these

revised documents and may have some comments tomorrow morning.

If you have any questions, please call me at 713.229.1191.

EMG


 - second amendment to master cross-product netting.DOC <<second amendment to master cross-product netting.DOC>> 

 - blacklined version.DOC <<blacklined version.DOC>> 

 - #666606 v2 - New Power Co General Security Agreement - EXHIBIT C.doc <<#666606 v2 - New Power Co General Security Agreement - EXHIBIT C.doc>> 

 - #666881 v1 - Ratification of Enron Guaranty.doc <<#666881 v1 - Ratification of Enron Guaranty.doc>> 

 - #666884 v1 - Ratification of New Power Guaranty.doc <<#666884 v1 - Ratification of New Power Guaranty.doc>> 

 - #804334 v1 - security agt blackline.doc <<#804334 v1 - security agt blackline.doc>>