Gerald,

Sorry for not getting back to you sooner on this.  I have sent an email to David Owen about the hazardous waste question.  I will let you know what he says.  However, correct me if I'm wrong, but I don't think we want to make any warranties about potential hazardous waste sources on the property.  At the most, we could make a warranty about the fact, if true, that we have never used the property in such a manner.  David Owen should be able to tell us a little more about the uses of the property.  

As far as Item #3 below is concerned, do you know if we have done a title search on the property?  If we need to do a title search, there is a guy in Louisiana that can do it for us.  If we know there is a discrepancy in the chain of title, is there a way to nullify the latest transfer between LRPC to LRCI.  

Let me know what you think.  If you think it is necessary to meet to discuss these points, please let me know.  

Thanks,

Rakhi
(x3-7871)



 -----Original Message-----
From: 	Nemec, Gerald  
Sent:	Wednesday, August 29, 2001 4:17 PM
To:	Israni, Rakhi
Subject:	FW: Sale of Napoleonville, LA property,  Our file ENR-02



 -----Original Message-----
From: 	"P. Keith Daigle" <pkdaigle@neosoft.com>@ENRON [mailto:IMCEANOTES-+22P+2E+20Keith+20Daigle+22+20+3Cpkdaigle+40neosoft+2Ecom+3E+40ENRON@ENRON.com] 
Sent:	Wednesday, August 29, 2001 4:13 PM
To:	Nemec, Gerald
Subject:	Sale of Napoleonville, LA property,  Our file ENR-02

Gerald:

    I have been contacted by Kim Torres of the Assumption Parish Police
Jury.  She has some questions and concerns about the Purchase & Sale
Agreement, to wit:

1).  They want to add warranty language to ? 4 as follows:

    Seller warrants that it is the record title owner to the property
being sold, and warrants it has good and merchantable title, free of any
and all liens or encumbrances, and agrees to indemnify and hold harmless
buyer for the same.

    Seller warrants that it is a corporation in good standing and that
persons executing this sale on behalf of seller has valid and binding
authority to do so.

I believe this additional language is acceptable with some minor
revisions which I will do.

2).  They are concerned about the warranty language which covers
hazardous wastes in ? 4.  They tell me that they have not done an
environmental inspection of the property.  They want to know if there
have ever been any underground tanks or other hazardous waste sources on
the property.  They are looking for something in writing that no such
sources existed.

3).  Upon checking the conveyance records, they found that on March 31,
1993, Louisiana Resources Pipeline Co., L.P. sold the property to
Louisiana Resources Co., Inc.  Then, on February 28, 2000, Louisiana
Resources Pipeline Co., L.P. again sold the property to LRCI, Inc.  I
have not done a title exam so I cannot explain this discrepancy.

4).  She gave me the physical address of the property and the name of
the Police Jury President which I will insert in the documents.

Please contact me to discuss our response to these concerns.

Keith