Ranabir

Extension of the amortization by a quarter will require amendment to the loan
agreement, changing the Final Maturity Date from June 30, 2010 to September
30, 2010. I believe the consent of all the banks is required. I suggest we
have A&K draft an amendment so we can add it to the package we give to
Barclay's.

In our conference call on Monday, my recollection is that we set September
15, 2000 as the target date. The letter says Sept. 10.  I suggest that we
reconsider the target conversion date and propose that we move it back to
September 30, 2000.  The Applicable Margin increases from 1.0% to 1.125% on
the earlier of the Term Conversion Date or September 30, 2000.  Going back to
a September 30 conversion date should save Lost Creek a little money, about
$3000 if I did the math right. As far as I can tell, there is no financial
advantage to an accelerated conversion and no downside if it slips past
September 30.

Dean




---------- Original Text ----------

From: <Ranabir.Dutt@enron.com>, on 8/1/00 6:10 PM:

Attached is a draft of a letter that we would like to send to Barclays
laying out the items/requests associated with Conversion.

Gerald:  could you take a look at the descriptions associated with the
Amendments to the Gas Gathering Agreements and the Admin Services Agmt. and
make corrections if necessary.

Audrey:  Could you please provide a short summary of the construction
status (one to two paragraphs)

Dean:  if I have missed out on anything please include them

Katie:  Could you create Attachment A as described in the letter.

Thanks

Ranabir

(See attached file: Letter to Lost Creek Banks for Conversion.doc)