FYI - from MARTA's attorney

 -----Original Message-----
From: 	"Bromberg, Bruce L." <blbromberg@itsmarta.com>@ENRON [mailto:IMCEANOTES-+22Bromberg+2C+20Bruce+20L+2E+22+20+3Cblbromberg+40itsmarta+2Ecom+3E+40ENRON@ENRON.com] 
Sent:	Tuesday, September 18, 2001 8:08 AM
To:	Panus, Stephanie
Subject:	RE: ISDA Master Agreement

I have no comment on or changes to the Master Agreement.

I have forwarded your message to Mr. Pursley. He will prepare a revised
opinion.

-----Original Message-----
From: Panus, Stephanie [mailto:Stephanie.Panus@ENRON.com]
Sent: Thursday, September 13, 2001 12:59 PM
To: blbromberg@itsmarta.com
Cc: Shackleton, Sara; Williams, Jason R (Credit)
Subject: ISDA Master Agreement


Mr. Bromberg,

We have spoken to Thay Bishop regarding the ISDA Master Agreement (the
"Agreement") between MARTA and Enron North America Corp. ("ENA").  Ms.
Bishop stated that she did not have any comments or changes to the
Agreement, and that I should check with you for any changes.  You stated
previously that you did not have any changes - can you please confirm?

We have received the fax of MARTA's outside counsel's legal opinion and
have the following comments:

1.  The first (introductory) paragraph references the date of the ISDA
Master Agreement as June 1, 2001.  The Agreement will be dated May 11,
2001, which is the trade date of the outstanding transaction between
MARTA and ENA.

2.  Since Thay Bishop is unwilling to request another resolution from
MARTA's Board, the legal opinion should specifically reference the
resolution dated April 23, 2001 that has been provided, and that such
resolution is sufficient to grant the authority to enter into the ISDA
Master Agreement and any related documents.

3.   We request that Section 10 of the legal opinion  be revised to add
the following bolded language:  "No person, firm, corporation, entity or
association other than Counterparty may liquidate, borrow, encumber, or
otherwise utilize the assets (including, without limitation, the general
operating fund) of Counterparty."

If you can make these changes to the legal opinion, and if there are no
changes to the ISDA Master Agreement, we can prepare the Agreement for
execution.

If you have any questions, please feel free to contact me or Sara
Shackleton (713/853-5620).

We look forward to hearing from you.

Stephanie Panus
Enron Wholesale Services - Legal
1400 Smith Street, EB3803C
Houston, Texas  77002
ph:  713.345.3249
fax:  713.646.3490
email:  stephanie.panus@enron.com



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 - C.DTF