Re: St. Mary's Letter Agreement

Teresa,
I have reviewed the revisions to the VPP transaction with Charlie Otto. We
have a concern relating to the term. The term of this letter should be for
the period ending April 30, 2001. The reason for our reluctance in extending
the term is that we do not know what conditions Texas Gas may put on the next
OFO nor do we know what conditions El Paso may put on the processing.

Teresa G Bushman
04/19/2001 05:45 PM

To: Charles H Otto/HOU/ECT@ECT, Dan J Hyvl/HOU/ECT@ECT
cc: Joan Quick/Enron@EnronXGate
Subject: St. Mary's Letter Agreement

Attached are the St. Mary's letter agreement incorporating some revisions
relating to the VPP transaction and a marked copy showing changes from the
last draft distributed. Please let me know if you have any questions or
comments or advise Joan if these revisions are OK. Thanks.

Teresa G. Bushman
Enron North America Corp.
1400 Smith Street, EB 3835A
Houston, TX 77002
(713) 853-7895
fax (713) 646-3393
teresa.g.bushman@enron.com