Further to our email of earlier this afternoon, please find attached below 
the initial draft of the Delta III Enron Indemnification Agreement, marked 
against the Delta II document which served as precedent.? We are in the 
process of drafting the related Security Agreement, which will be distributed 
in the near future.

Please do not hesitate to contact either of the undersigned with any 
questions or comments. 

Eric Moser 
(212) 530-5388 

Bruce Dailey 
(212) 530-5565 

 <<Indemnification Agmt.doc>>  

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 - Indemnification Agmt.doc