The Mahonia term sheet mentioned in the last email is attached.

Teresa



Teresa G. Bushman
Enron North America Corp.
1400 Smith Street, EB 3835A
Houston, TX  77002
(713) 853-7895
fax (713) 646-3393
teresa.g.bushman@enron.com


----- Forwarded by Teresa G Bushman/HOU/ECT on 12/07/2000 01:41 PM -----

	Joseph Deffner
	12/07/2000 01:28 PM
		 
		 To: Teresa G Bushman/HOU/ECT@ECT
		 cc: 
		 Subject: Enron/Mahonia

Can you take a look at the term sheet below. This was the concept of 
"participation" in a gas contract as envisioned by Milbank. We may be moving 
away from this concept towards what I suggested last night and perhaps a bit 
further than that as well but wanted to get a legal view on this 
participation concept.
---------------------- Forwarded by Joseph Deffner/HOU/ECT on 12/07/2000 
01:27 PM ---------------------------


<Jeffrey.W.Dellapina@chase.com> on 12/05/2000 05:07:46 PM
To: joseph.deffner@enron.com
cc:  
Subject: Enron/Mahonia


---------------------- Forwarded by Jeffrey W. Dellapina/CHASE on
12/05/2000 06:14 PM ---------------------------


<MWilson@milbank.com> on 12/05/2000 05:06:17 PM



To:   philip.levy@chase.com, stuart.d.fishman@chase.com,
      jeffrey.w.dellapina@chase.com
cc:   RWight@milbank.com, TDavis@milbank.com, MWilson@milbank.com
Subject:  Enron/Mahonia


Attached please find a preliminary draft term sheet for the Mahonia
transaction based on the original Chase term sheet and our subsequent
structuring conversations, along with a revised transaction diagram in
powerpoint.

Kind regards,

Melanie Wilson
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, NY  10005
ph.: 212-530-5098
fax: 212-530-5219
email:  mwilson@milbank.com

 <<Term Sheet Enron-Mahonia.doc>>  <<Annex 1 -Transaction Diagram.ppt>>


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(See attached file: Term Sheet Enron-Mahonia.doc)
(See attached file: Annex 1 -Transaction Diagram.ppt)

 - Term Sheet Enron-Mahonia.doc
 - Annex 1 -Transaction Diagram.ppt