Attached is my completed version (subject to a second review) which Marvin
reviewed as I was making the changes.? Marvin has not had a chance
to?provide me?all of R. W. Beck's comments but I trust Marvin caught
anything that Beck had cautioned against.? The awkward part?is?the
fee--which can be determined by a combination of the definition of Savings,
the section on Payment and Fees, and the fee section of Exhibit A.? If I
had?more time perhaps I could have put it together better; but rather than
start over and write a new structure, I tried to take the existing structure
and language in the LOI and the proposed Asset Management Services
Agreement.? My secretary and I had a very difficult time with the margin
codes, etc. but I believe we have it straight--at least in the 11 point font
of Times New Roman.
?
I will be out of the office Monday but I trust you folks can finish this off.
- MDEA Interim Letter Agreement w Enron.doc