RE: Consent to Assignment

Kristina:

My CompareRite feature is not working right now, but I can point out the changes we made. The changes we made were to the final revised form that Carol St. Clair prepared, so for the most part, the changes are the same as hers with these exceptions:

1. Preamble - "Enron Power Marketing, Inc." has been changed to "Enron North America Corp., formerly known as Enron Capital & Trade Resources Corp.".

2. First "WHEREAS" paragraph - "WHEREAS, ....identified on Exhibits A and B hereto (whether one or more referred to herein collectively as the "Transactions"), under the ISDA Master Agreement dated May 14, 1998...;".

3. Second "WHEREAS" paragraph - changed "a" to "an" before "Assignment Agreement dagted April 25, 2001".

4. Paragraph 3 - changed "Consent and Assignment" to "Consent to Assignment".

5. Paragraph 8 - "As of...that certain ISDA Master Agreement, dated as of June 16, 1992...".

6. Signature Line changed from "Enron Power Marketing, Inc." to "Enron North America Corp., formerly known as Enron Capital & Trade Resources Corp.".

7. Added Exhibit A (Natural Gas Transactions) and Exhibit B (Basis Swaps).

If my CompareRite starts working, I'll try to send you a blacklined copy.

Marie

-----Original Message-----
From: "Drew, Kristina" <DrewK@merchantenergy.com<@ENRON [mailto:IMCEANOTES-+22Drew+2C+20Kristina+22+20+3CDrewK+40merchantenergy+2Ecom+3E+40ENRON@ENRON.com]
Sent: Friday, June 29, 2001 2:30 PM
To: Heard, Marie
Subject: RE: Consent to Assignment

Marie,

Could you provide me with a red-lined version of your proposed changes? The
document you attached does not clearly point out Enron's request for
language revisions.

Thanks,

Kristina M. Drew
Contract Administrator
Merchant Energy Group of the Americas, Inc.
410.295.1708

< -----Original Message-----
< From: Heard, Marie [SMTP:Marie.Heard@ENRON.com]
< Sent: Friday, June 29, 2001 3:06 PM
< To: DrewK@merchantenergy.com
< Subject: Consent to Assignment
<
< Kristina:
<
< Pursuant to our conversation, attached is the form of Consent and
< Assignment for execution by Enron North America Corp. in connection with
< the natural gas and basis swaps to be assigned to Morgan Stanley Capital
< Group, Inc.
<
< As I stated, our credit department is verifying the transactions being
< assigned so once I receive information from them, we will contact you
< with any questions or comments.
<
< Please do not hesitate to call if you have any questions.
<
< Thanks!
<
< Marie Heard
< Senior Legal Specialist
< Enron North America Corp.
< Phone: (713) 853-3907
< Fax: (713) 646-3490
< marie.heard@enron.com
<
<
< <<002assign(MEGA).doc<< << File:
< 002assign(MEGA).doc <<