Enron Mail

From:awaskow@exchange.ml.com
To:sara.shackleton@enron.com
Subject:Comments on your comments
Cc:
Bcc:
Date:Thu, 9 Nov 2000 02:56:00 -0800 (PST)

Dear Sara:

Attached are our proposed revisions to your revised annex I, which should
appear in blue text.

ASSIGNABILITY: We understand Enron's desire to have flexibility to assign
obligations between affiliates, but cannot give consent to such assignment in
advance, without considering all of the facts and circumstances of a
particular assignment proposal. As an accommodation and clarification, we
propose restoring the parenthetical. As we discussed earlier, we cannot
agree to a listing of reasons why withholding of consent would not be
considered unreasonable.

LIMITED LIABILITY: We wish to ensure that paragraph 11(g) remains in full
effect.

I hope these revisions are acceptable. Please call me and we can coordinate
the preparation of execution documents. Thanks, and best regards.

Andy Waskow


<<EnronAnnex1.doc<<

Andrew V. Waskow
Vice President and Counsel
Merrill Lynch & Co., Inc.
4 World Financial Center, Floor 12
New York, NY 10080
Phone: 212-449-5828
Fax: 212-449-0265
awaskow@exchange.ml.com


- EnronAnnex1.doc