John:
This looks fine to me.
Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)



	"JOHN G KLAUBERG" <JKLAUBER@LLGM.COM>
	06/14/2000 03:31 PM
		 
		 To: <carol.st.clair@enron.com>
		 cc: 
		 Subject: ACE-Enron Waiver Letter


Carol:  I apologize for being deliquent in getting you a draft of a waiver 
letter for our representation of ENA in the ACE insurance transaction, but I 
have had an incredibly hectic two weeks.  This draft is virtually the same as 
the other waiver letters I have prepared for ENA over the years, with the 
notable exception of the acknowledgement that certain LLGM lawyers can review 
the insurance status of the policy for ACE from an insurance status 
standpoint.  As you know, I was not particularly thrilled about having us 
perform that role, but I understand that this issue was vented in 
considerable detail a week or so ago and agreed to by both parties.  Please 
let me know if this letter is acceptable to you.  If it is, perhaps you could 
just reply to this e-mail and I can then forward an original to you via fax 
for your signature.  If you have any questions, please call me.  Thanks very 
much for your time and consideration in this respect.  And, thanks for 
providing us  with the opportunity to work with you on this project.

John

"This e-mail, including attachments, contains information that is 
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John Klauberg
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
212 424-8125
jklauber@llgm.com

 - ACE-Enron.doc