Re:

Regulatory Approval:

1) Buyer represents that no approval or consent is required from any state
commission for the proposed acquisition and related financing (collectively,
the "Transaction").

2) Buyer represents that it will use its best efforts to obtain any
necessary authority under the Public Utility Holding Company Act of 1935. In
this regard,

a) Buyer will limit its request for authorization under the 1935 Act to that
reasonably needed to close the proposed Transaction, such request to be
consistent with any existing conditions or restrictions under the 1935 Act
for Buyer and its associate companies; and

b) Buyer undertakes that it will not seek a modification of its limit on
"aggregate investment" pursuant to Rule 53 under the 1935 Act in connection
with its request for authority under the 1935 Act for the proposed
Transaction.

Timing

Sam thinks you should give them 30 days to file the FERC application.

On the SEC side, we should ask for an initial draft within 10 days and it's
probably okay to ask them to file the 1935 Act application within 20 days.

Does that cover what you need from me now?

Thanks

Joanne