Chris,
Fyi
Shemin
Shemin V. Proctor



-----Original Message-----
From: Darmitzel, Paul <Paul.Darmitzel@ENRON.com>
To: Proctor, Shemin V. <SheminProctor@akllp.com>
CC: McMichael Jr., Ed <Ed.McMichael@ENRON.com>; Keller, James E.
<James.E.Keller@ENRON.com>
Sent: Tue Jun 25 14:15:56 2002
Subject: RE: Trainor letter draft

Shemin,

Pament for this gas for the period on and after December 3 is clearly
ordinary course, as both you and Ellenberg have noted.  If we don't pay
for the gas, DRI will clearly be entitled to payment for the gas as a
priority administrative expense.  Instead of sending the letter, doesn't
it make more sense just to pay DRI for all or a portion of the
post-petition A/R?  (If I'm DRI, I'd rather receive a partial payment,
e.g. for a month or two of the seven months of A/R, than a letter saying
we are going to pay.) 

If there is insistence on sending the letter, it should address the
following:

	The specific price on which the payments be based;
	A description of the contract which governs, with reference to
by parties, date, etc.;
	The agreed payment date should be specified in the blank.

The letter itself will be a post-petition agreement of ENA to pay.  Why
not just pay?

	Paul 


-----Original Message-----
From: Proctor, Shemin V. [mailto:SheminProctor@akllp.com]
Sent: Tuesday, June 25, 2002 1:25 PM
To: Darmitzel, Paul
Subject: Re: Trainor letter draft


Hi Paul,
We are sending this letter on Friday in an effort to adhere to a
deadline established by DRI last week. If they don't hear from us they
intend tofile a motion with the bankruptcy court. Thus far, they have
not done so because we have been discussing a resolution of the issues
with them for the last few weeks. 
That said, the letter will be sent only if it is consistent with the
final cmmercial call by Ed McMichael. Paying producers for deliveredgas
is ordinary course (per Mark E) but Ed is contemplating a BTRC review
anyway. If the commercial group decides not to pay DRI, this letter
would be revised to state that fact.  I can reference the gas purchase
and sale agreement, there is only one such agreement between the
parties. The price is set forth in the agreement. 
The purpose of the letter is to show DRI that we are not stringing them
along with requests that they not file in court, and no intention of
paying them. Trainor just wants something to give his client comfort
that he is not being suckered.

Shemin V. Proctor




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