Dan,

Is Dave's acceptable documentation language outlined below covered in the 
language you have e-mailed to me?  Please advise.
---------------------- Forwarded by Phil DeMoes/Corp/Enron on 07/21/2000 
02:13 PM ---------------------------
   
	
	
	From:  David Fairley @ ECT                           07/20/2000 05:16 PM
	

To: Dan J Hyvl/HOU/ECT@ECT
cc: Phil DeMoes/Corp/Enron@ENRON, Jeffrey T Hodge/HOU/ECT@ECT, Ed 
McMichael/HOU/ECT@ECT 

Subject: Re: Southern Confirmation Letters  

Dan/Phil -- Good question.  Here is my quickie response.

We will not sign a binding agreement with SOCO until we know that we have the 
gas under acceptable documentation, as outlined below:

If we must deliver at Elba to satisfy a deal with SOCO, then acceptable doc's 
means that (1) Enron LNG will have final doc's with El Paso, (2) ENA will 
have a Master in place with Enron LNG, and (3) our TA with Enron LNG should 
say that they are selling to ENA subject to ENA closing/signing a subsequent 
deal with SOCO (so we can "leg into" SOCO.)

If we get alternate or secondary receipt point rights from SOCO, which means 
that we do not have to deliver at Elba, but we we can deliver from Destin, 
then contractually and physically it makes no difference if we are firm or 
not at Elba with Enron LNG.  The only problem is that we ought to be careful 
representing that we are selling Elba as primary supply source with secondary 
Destin, if we really are not going to get Elba finished.

Any further questions, let me know.  -- David






Dan J Hyvl
07/20/2000 04:55 PM
To: Phil DeMoes/Corp/Enron@ENRON
cc: Jeffrey T Hodge/HOU/ECT@ECT, David Fairley/HOU/ECT@ECT 
Subject: Southern Confirmation Letters

Attached please find a red-line redraft of the Confirmation Letters.  I 
understand that Enron will not sign the confirmation letters with Southern 
until Enron North America Corp. has finalized its arrangements with the Elba 
Island Terminal entity having the gas available at the tailgate of the Elba 
Island facility.  Is this correct.  If so, I do not need to make ENA's 
contract with such entity a condition precedent to the Southern Confirmation 
Letters.  Please advise.