Sarai,

Further to our conversation below is suggested language for Section 8.2.

8.2. Transfer.  This Agreement, including, without limitation, each 
indemnification, shall inure to and bind the permitted successors and assigns 
of the Parties; provided, neither Party shall transfer this Agreement without 
the prior written approval of the other Party which may be withheld entirely 
at the option of such Party; provided further, either Party may, without the 
consent of the other Party (and without relieving itself from liability 
hereunder), (i) transfer, sell, pledge, encumber or assign this Agreement or 
the accounts, revenues or proceeds hereof in connection with any financing or 
other financial arrangements, (ii) transfer or assign this Agreement to any 
Affiliate by assignment, merger or otherwise, or (iii) transfer or assign 
this Agreement to any person or entity succeeding to all or substantially all 
of the assets of such Party.  Any Party's transfer in violation of this 
Section 8.2 shall be void.
Finally, with regards to Section 4.2, we will agree to the use of 
"occurrence" in  (vii) however,  we will not agree to the "borrowed money" in 
section (ix).

Please let me have your thoughts regarding these issues.

Best regards,
Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490