I would go with Sheila's approach.  I don't see a reason not to.

Kay




From: Carlos Sole on 04/12/2001 05:12 PM
To: kay.mann@enron.com
cc:  

Subject: Jurisdiction issue in the consent

Lender's counsel indicated to Caroline that not getting an opinion letter may 
be acceptable, but it needs to be confirmed.  As for the consent agreement, 
the one pending issue is whether we will consent to jurisdiction somewhere in 
connection with actions involving the consent agreement.  Sheila's edits to 
the document had venue in NY federal court but eliminated the text concerning 
waiver of forum non-conveniens defense.  We did not present that but rather 
argued against it in its entirety.  Lender's counsel worked on another deal 
in which we allegedly agreed to jurisdiction in Delaware.  Need your views on 
how to address this issue, Kemosabe.  You can do so via email or we can wait 
until Monday.  Happy Easter and I'll be in tomorrow.

Carlos Sole'
Senior Counsel
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002-7361

(713) 345-8191 (phone)
713 646-3393 (fax)