Sara and Janice:

Are these all of the comments of Enron on the Transfer and Assumption 
Agreement.
I understand that Allegheny thinks the LOC will be issued momentarily.

best regards,

Kate


Katarina B. Polozie
McDermott, Will & Emery
kpolozie@mwe.com
(202) 756-8130







Sara.Shackleton@enron.com on 03/19/2001 05:45:05 PM








 To:      Katarina B Polozie/DC/MW&E@MW&E

 cc:



 Subject: RE: Transfer and Assumption Agreement.








The Schedule III, No. 2 agreement  dated December 28, 1999 is irrelevant
and confusing to list for this assignment.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com



                    kpolozie@mwe.
                    com                  To:     TeiglandL@sullcrom.com,
Janice.R.Moore@enron.com,
                                         sshackl@enron.com
                    03/19/2001           cc:     yyaish@exchange.ml.com,
lmcmurray@exchange.ml.com,
                    03:28 PM             ppantano@mwe.com, rpaul@mwe.com,
darezina@mwe.com
                                         Subject:     RE: Transfer and
Assumption Agreement.







Janice and Sara:

Attached are Allegheny's comments.

Lauren:  In case you did not already copy Janice and Sara, in the future
could
you please also copy them on your comments due to the short time period we
are
working with.

Thanks.

Best regards,

Kate

Katarina B. Polozie
McDermott, Will & Emery
kpolozie@mwe.com
(202) 756-8130







TeiglandL@sullcrom.com on 03/19/2001 04:08:12 PM








 To:      Katarina B Polozie/DC/MW&E@MW&E

 cc:



 Subject: RE: Transfer and Assumption Agreement.








Here are our comments.  Please let me know if you have any questions.
Thanks.

-----Original Message-----
From: <kpolozie@mwe.com>
Sent: Monday, March 19, 2001 3:37 PM
To: YYaish@exchange.ml.com
Cc: Teigland, Lauren; darezina@mwe.com; ppantano@mwe.com; rpaul@mwe.com
Subject: RE: Transfer and Assumption Agreement.



Lauren:

Could you please send me all of your comments as soon as possible on the
Transfer and Assumption Agreement so that I can put it in final form
pending
the
LOC.

Thanks

Kate

Katarina B. Polozie
McDermott, Will & Emery
kpolozie@mwe.com
(202) 756-8130

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(See attached file: LT 3 19 comments to transfer agreement(v1).DOC)




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 - LT 3 19 comments to transfer agreement(v1).DOC




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