As Andrea Settanni hinted in her e:mail of last Tuesday, June 12, 2001, FERC has acted on the FPA Section 203 Filing and issued the attached Order.  It would now appear that the primary time consuming matters that remain to be addressed as conditions to closing are as follows:

1.	Obtaining NCUC no further action authorization;
2.	Satisfying ourselves that all that can be done has been done in terms of Enron Corp. Guaranty/LC replacement-substitution;
3.	Finalizing the form of EEI Master to be put in place for Contractor Transactions between EPMI & NCPH (Heather has talked to credit about terms that need to be 	finalized;  
4.	Arrange for Bring Down Certificates on 3 Title Policies; and
5.	Updating any Representations or Warranties that are/were not true as of the SPA signing date.

If any of you are aware of other significant/time consuming pre-closing items, please let me know. 

It appears that Item 1. might be satisfied early next week, or by the following week at the latest.  The remainder of the items, together with preparation of closing deliverables could be accomplished within that time frame as well.  I will attempt to set up a meeting following Heather Kroll's return to Houston on Wednesday, June 20, to discuss completion of pre-closing matters.

Jay Sonnenberg will be updating and distributing a more formal Closing Checklist in the meantime.

Please call if you have any questions.

Steve Van Hooser	 
 -----Original Message-----
From: 	"Andrea Settanni" <asettanni@bracepatt.com>@ENRON [mailto:IMCEANOTES-+22Andrea+20Settanni+22+20+3Casettanni+40bracepatt+2Ecom+3E+40ENRON@ENRON.com] 
Sent:	Monday, June 18, 2001 4:17 PM
To:	Van Hooser, Steve
Cc:	Clark Thompson; Dan Watkiss; Jay Sonnenberg
Subject:	FERC Order Approving Section 203 Application - NCPH

Attached please find the FERC order approving the section 203 application.  Please note ordering paragraph, which requires the Applicants to notify the Commission within 10 days of the date that the disposition of jurisdictional facilities has been consummated.  So please keep me informed about the closing date and I will provide the necessary letter for you to sign.  Thanks.

Andrea M. Settanni
Bracewell & Patterson, L.L.P.
2000 K Street, N.W.
Suite 500
Washington, D.C.  20006-1872
(202) 828-7631 (phone)
(202) 857-2128 (fax)
asettanni@bracepatt.com

 - ncph.doc