Mary: per my voice mail. SS

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 02/01/2001 06:48 PM -----

Tanya Rohauer
01/31/2001 09:20 AM

To: Sara Shackleton/HOU/ECT@ECT
cc:
Subject: Re: Cerberus

Your thoughts?
---------------------- Forwarded by Tanya Rohauer/HOU/ECT on 01/31/2001 09:17
AM ---------------------------


Susan Bailey
01/31/2001 09:16 AM
To: Tanya Rohauer/HOU/ECT@ECT
cc: Brenda L Funk/HOU/ECT@ECT, Angela Davis/NA/Enron@Enron
Subject: Re: Cerberus

Tanya,

With regard to Credit's "initialling-off" on the Confirmation signature
pages, that would be my call. I know we have done so with some other
structured deals.

So my apologies if this was not to be the case. If you prefer, Brenda can
run off new signature pages (where legal wil "initial-off" only). The others
can be destroyed.


Brenda,

Please run-off new pages, and I will get legal to initial-off only.


Cordially,
Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3806A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
E:mail: Susan.Bailey@enron.com



Tanya Rohauer
01/31/2001 09:10 AM

To: Brenda L Funk/HOU/ECT@ECT
cc: Susan Bailey/HOU/ECT@ECT, Angela Davis/NA/Enron@Enron, Sara
Shackleton/HOU/ECT@ECT
Subject: Re: Cerberus

Brenda,

I am comfortable with the concept of the confirm you sent me; however, why
are we not circulating the actual final confirmation with the signature
pages? The file you sent me still has a few blanks, etc. I am not sure why
credit is signing off on the confirm as this is not standard procedure.
Please advise.

Thanks,
Tanya




Brenda L Funk

01/30/2001 07:39 PM

To: Tanya Rohauer/HOU/ECT@ECT
cc:
Subject: Cerberus

Tanya,

Susan Bailey asked that I forward this to you for your review. I will send
the signature pages for the confirm to you for your initials. Please let me
know if you have any questions or concerns.

Thanks,
Brenda Funk
(713) 853-6950
(713) 853-9252 (fax)
----- Forwarded by Brenda L Funk/HOU/ECT on 01/30/2001 07:37 PM -----

"Sullivan, Danny" <dannysullivan@akllp.com<
01/30/2001 07:33 PM

To: <brenda.l.funk@enron.com<
cc:
Subject: Cerberus


Latest draft of confirm is attached.

Danny
- BREN.DOC