You'd mentioned that you wanted consequential damages info analyzed in terms 
of the MS UCC.  Our UCC provides for recovery of consequential damages to the 
buyer, but not to a seller.  In the Enron power marketing contract, is it 
correct to say that enron acts as the seller?  If that is the case, then the 
city could recover consequentials from enron , but Enron couldn't recover 
consequentials in the event of breach by the city.  In addition, the city 
probably could not agree to be responsible for consequentials b/c of the 
limitations on city's ability to enter into such agreements.  Let me know if 
you think that analysis is incorrect.

>>> <Kay.Mann@enron.com> 06/06/01 08:09AM >>>

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