PwC concurs with Kay.  We've alerted the Creditors, who in turn deferred to
the legal process since there is no value being waived.

Jeff





                      "Mann, Kay"
                      <Kay.Mann@enron.co       To: "Concannon, Ruth" <Ruth.Concannon@enron.com>, <mark.ellenberg@cwt.com>
                      m>                       cc: "McMichael Jr., Ed" <Ed.McMichael@enron.com>, <michael.koss@us.pwcglobal>, Jeffrey
                      04/30/2002 12:07           D Benton/US/FAS/PwC@Americas-US, "Garza, Maria" <Maria.Garza@enron.com>, "Barbe,
                      PM                         Robin" <Robin.Barbe@enron.com>, "Germany, Chris" <Chris.Germany@enron.com>
                                               Subject:  RE: EPNG Stipulation -- Rejection of ROFR Contract






I spoke with Chip.  This can be presented to the BTRC today at the 1 oclock
meeting, assuming we have all our ducks in a row.

Ed, Ruth, ready to go with this?

Kay

>  -----Original Message-----
> From:     Concannon, Ruth
> Sent:     Monday, April 29, 2002 5:54 PM
> To: 'mark.ellenberg@cwt.com'; Mann, Kay
> Cc: McMichael Jr., Ed; 'michael.koss@us.pwcglobal';
'jeffrey.d.benton@us.pwcglobal.com'; Garza, Maria; Barbe, Robin; Germany,
Chris
> Subject:  EPNG Stipulation -- Rejection of ROFR Contract
>
> Attached is the deal description for the El Paso ROFR contract that needs
to be rejected by April 30th.
>
> Please send this to the appropriate folks at Squire Sanders.
>
> Thanks,
> Ruth Concannon
> ruth.concannon@enron.com
> 713-853-1667
>
>  << File: DEAL DESCRIPTION 9E3X.doc >>


**********************************************************************
This e-mail is the property of Enron Corp. and/or its relevant affiliate
and may contain confidential and privileged material for the sole use of
the intended recipient (s). Any review, use, distribution or disclosure by
others is strictly prohibited. If you are not the intended recipient (or
authorized to receive for the recipient), please contact the sender or
reply to Enron Corp. at enron.messaging.administration@enron.com and delete
all copies of the message. This e-mail (and any attachments hereto) are not
intended to be an offer (or an acceptance) and do not create or evidence a
binding and enforceable contract between Enron Corp. (or any of its
affiliates) and the intended recipient or any other party, and may not be
relied on by anyone as the basis of a contract by estoppel or otherwise.
Thank you.
**********************************************************************




----------------------------------------------------------------
         The information transmitted is intended only for the person or
         entity to which it is addressed and may contain confidential
         and/or privileged material.  Any review, retransmission,
         dissemination or other use of, or taking of any action in reliance
         upon, this information by persons or entities other than the
         intended recipient is prohibited.   If you received this in error,
         please contact the sender and delete the material from any
         computer.