Hi there.

This is the letter Hancock is willing to give us in exchange for Hancock 
getting a security interest in the escrow account. Any comments?

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/24/2001 07:00 
AM ---------------------------


"PARKER, Isabel" <isabel.parker@freshfields.com> on 04/24/2001 01:47:09 AM
To: "Carolyn Campbell (E-mail)" <CCampbell@KSLAW.com>, "Kay Mann (E-mail)" 
<kay.mann@enron.com>
cc: "Gregory F. Lang (E-mail)" <gregorylang@paulhastings.com>, "Jack Wallace 
(E-mail)" <jwallace@jhancock.com>, "Amy Weed (E-mail)" <aweed@jhancock.com>, 
"John Anderson (E-mail)" <jcsanderson@jhancock.com>, "BURKE, Ted (TDB)" 
<ted.burke@freshfields.com> 

Subject: Pegasus - ENA Entitlement Letter


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Further to our email earlier today, please find attached a revised draft of
the entitlement letter, reflecting the comments of the noteholders.

Kind regards
Isabel


 - COMPARE001.DOC
 - NY003701393.DOC