Re: Override Letter

Mike hasn't sent the new assignment language. To my knowledge we had not
discussed including it in this set of agreements, so he may have put it aside
to work on the consent issues.

Kay

From: Roseann Engeldorf on 12/06/2000 08:52 AM
To: Lisa Bills/Corp/Enron@ENRON, Kay Mann/Corp/Enron@Enron, Sheila
Tweed/HOU/ECT@ECT, "ROB TAYLOR" <TAYLR@andrews-kurth.com<
cc:

Subject: Override Letter

See attached for our changes. I am typing the Annex IV stuff now - it has
to do with Sections 26.4 and 26.5 - resolution of certain Purchaser-Agent
Disputes. We also will need to put in the currently-being-negotiated
assignment language, so the bank knows that they have access to their
collateral.

Barnas said he was drafting that after the last version Kay drafted. I have
not seen it yet.

Rose