Kathy,

Here is the redline with changes previously discussed to Sections 4.2, 4.6, 
and the Material Adverse Change in the Appendix.


 
I believe we are set for a conference call on Wednesday afternoon.

Best regards,
Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490