Hi Tax Gurus,

I was out when you called the other day.  Since then, we have another version 
of the docs anyway.  Would you like to schedule a time to discuss this with 
me and outside counsel?

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/11/2001 10:52 
AM ---------------------------


"Keffer, John" <JKeffer@KSLAW.com> on 04/11/2001 10:45:43 AM
To: "'kay.mann@enron.com'" <kay.mann@enron.com>
cc: "Reuter, Marisa" <MReuter@KSLAW.com> 

Subject: ENA/Blue Dog: Revised Letter Agreement


Kay:

I am attaching a blackline of the Letter Agreement that includes
Marguerite's latest changes so that your tax/accounting specialists may
review Section 5(e) (which deals with deemed refunds and deemed payments).
Although we are still reviewing the Letter Agreement and the other
transaction documents, we wanted to alert you to Section 5(e) so that we
could discuss this provision with you on the 12:30 call.

Thanks,

John and Marisa

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