This letter and agreement were required to be executed as a condition 
precedent to closing due to the failure to have the consent at the time of 
closing.....it cost us at least $500,000; this should not have occurred.  
Dan, please have a draft of the agreement which comports with this 
agreement....and not the back-to-back previously drafted  ready for my review 
by Friday.  I will circulate it to AEP, on Monday or Tuesday.....if you have 
questions, see me.

Sincerely
bng,
----- Forwarded by Barbara N Gray/HOU/ECT on 06/05/2001 02:20 PM -----

	"Wills, Anthony" <awills@velaw.com>
	06/05/2001 10:58 AM
		 
		 To: "Barbara Gray (E-mail)" <barbara.n.gray@enron.com>
		 cc: 
		 Subject: Attached Files


Per our conversation, attached are the referred to documents.

Regards,
Anthony

Anthony C. Wills
Vinson & Elkins, L.L.P.
2300 First City Tower
1001 Fannin
Houston, TX 77002-6760

713.758-4608 - phone
713.615-5507 - fax

awills@velaw.com

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 <<Enron: letter re back-to-back agreement.DOC>>   <<Enron: Gas Contract
Transitional Agreement.DOC>>

 -  letter re back-to-back agreement.DOC
 -  Gas Contract Transitional Agreement.DOC