Kay:

The enclosed ENA Consent looks fine to me, but you may wish to run this by
Sheila Tweed, as she had a specific request on the NY court jurisdiction
language.  We initially advised Isabel Parker that Enron would accept NY
federal court jurisdiction but not jurisdiction of NY state courts.  She did
not take our comment, and Enron subsequently said it would accept
jurisdiction of commercial courts in Manhattan, but not state courts
generally (language suggested by Sheila Tweed through Carlos Sole).   Isabel
has drafted the revised version to delete reference to NY state courts
altogether and to limit the federal courts reference to those located in the
borough of Manhattan.  Please review and advise.

Carolyn M. Campbell
King?& Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>



-----Original Message-----
From: VAN DUSEN, Nicholas [mailto:nicholas.vandusen@freshfields.com]
Sent: Wednesday, April 18, 2001 9:24 AM
To: 'gregorylang@paulhastings.com'; 'ccampbell@kslaw.com'
Cc: PARKER, Isabel; O'BRIEN, Lisa
Subject: ENA Consent


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Attached please find a clean and blacklined version with the most recent
changes to this document.  We now believe that the document should be in
final form but please let us know if you have further comments.

Regards,
Nick Van Dusen


Tel: 212-284-4984
FAX: 212-277-4001
nicholas.vandusen@freshfields.com






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 - COMPARE001.DOC
 - NY003699617.DOC