Kay:

Later this afternoon, I plan to send you preliminary drafts of the following
documents:

1. Revised Letter Agreement;
2. Escrow Agreement;
3. Guaranty Agreement; and
4. Promissory Note by LLC payable to ENA.

In the meantime, I had a couple of questions. First, since the Blue Dog deal
is a wholesale assignment of a contract, will I still need to prepare items
7 and 8 on the closing checklist (letter from ENA to Prospective Buyer to
deliver the form of Facility Agreement and letter from Buyer to ENA to
advise regarding the Form of Facility Agreement).  Second, will you send me
the blank certificates that will serve as the Membership Certificates for
the LLC?  Carolyn mentioned that, in the past, these certificates have come
from an Enron Stock Book.

Thanks,

Marisa

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