RE: Transfer and Assumption Agreement.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas 77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 03/20/2001 12:59 PM -----

"Yaish, Yair (OGC)" <YYaish@exchange.ml.com<
03/19/2001 01:59 PM

To: "'kpolozie@mwe.com'" <kpolozie@mwe.com<, "Yaish, Yair (OGC)"
<YYaish@exchange.ml.com<, Janice.R.Moore@enron.com, sshackl@enron.com,
TeiglandL@sullcrom.com, gilbergd@sullcrom.com, "McMurray, Locke (OGC)"
<LMcMurray@exchange.ml.com<
cc: ppantano@mwe.com, rpaul@mwe.com, darezina@mwe.com
Subject: RE: Transfer and Assumption Agreement.

Attached are my comments to the transfer agt. I think it makes sense to
attach the form of each side letter to the agreement for clarity.

I have just gotten off the phone with Lauren and Ken Blasko. There were
minor comments to LOC Facility that have been faxed to ABN Amro. We expect
that ABN Amro will execute the LOC shortly as soon as they pick up the fax.

The LOC will be sent to Lauren. If there are no further commetns to the
various contracts, we shoudl be prepaerd to exchange signature pages upon
conclusion of the LOC Facility. Lauren will send the LOC together with the
Side Letters to Enron and Kate.

Lauren is the ALlegheny point person. Pls direct all correspondence to her.
Locke, should signature pages be sent to you as well as to Kate?

Janice and Sara, to whose attention and which number should all
correspondence be directed?

Thank you all for your cooperation and help in moving this toward closing.

-----Original Message-----
From: kpolozie@mwe.com [mailto:kpolozie@mwe.com]
Sent: Monday, March 19, 2001 1:26 PM
To: YYaish@exchange.ml.com; Janice.R.Moore@enron.com; sshackl@enron.com;
TeiglandL@sullcrom.com; gilbergd@sullcrom.com; LMcMurray@exchange.ml.com
Cc: ppantano@mwe.com; rpaul@mwe.com; darezina@mwe.com
Subject: Transfer and Assumption Agreement.

Ladies and Gentlemen:

Attached please find the revised Transfer and Assumption Agreement. Please
note
that in the interest of time I am sending this document to all parties
simultaneously, thus there may be additional comments. For your convenience,
I
am attaching both a clean copy and a marked version showing changes from the
most recent draft you received.

Best regards,

Kate Polozie

Katarina B. Polozie
McDermott, Will & Emery
kpolozie@mwe.com
(202) 756-8130
(See attached file: WDC99_407041_1.DOC)

(See attached file: WDC99_406261_8.DOC)

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- Transfer Agt -- YY comments 3.19.01.doc