Wilson,

We are running short on time.  We are planning to sign on  Tuesday, and I 
hesitate to put a new document in front of them at this late date. Would it 
be easier to work with reps/warranties?

I definitely need an answer from your firm confirming (1) enforceability  (2) 
obligation of the Cities to financially support agreement.

Also, could you provide me with the Mississippi law defn of consequential 
damages and a couple of examples where Enron could be responsible for same  
under this agreement?  Also, can MDEA and the Cities be liableto Enron for 
consequentials (absent a waiver)?  

Your comments to the previously forwarded draft would be greatly appreciated.

Kay




"Wilson Montjoy" <wmontjoy@brunini.com> on 06/05/2001 10:33:14 AM
To: <Kay.Mann@enron.com>
cc:  

Subject: Re: Clarksdale

I had spoken to Rod Clement, one of our opinions guys, about having a call 
with you, but we hadn't gotten around to scheduling it. What is your 
availability this afternoon? Both Rod and I are available.

>>> <Kay.Mann@enron.com> 06/05/01 06:25AM >>>
Wilson,

We are trying to finalize this transaction by next Tuesday, and I could
really use your help.  I believe you owe me a draft of an opinion letter?
Also, do you have any comments to the draft agreement I sent out last week?

I also need an opinion that the language in the agreement re the Cities
obligation to financially support MDEA is sufficient.

Thank you,

Kay