OCLP Cash Flow Interest Agreement

Sheila:

Ben asked me to check with you on two issues related to ENA's Cash Flow
Interest Agreement (CFIA) with OCLP.

1. Does ENA have any rights with regard to preventing Aquila (OCLP's new
owner) from materially amending/selling any of OCLP's assets or contracts?
(My recollection/interpretation of the CFIA is that ENA must be notified of
any transaction involving OCLP assets/contracts greater than $100K, and that
if such transaction is determined to be with an affiliate of OCLP then ENA
has a "topping right" to provide a superior offer.)

2. Does ENA have the right to assign the CFIA? If so, are there any
conditions/restrictions on such an assignment? Would ENA be prevented in
any way from assigning the CFIA to an affiliate entity and then selling the
member interests in such an entity to a third party? (My interpretation of
Section 13.4 of the CFIA is that Enron can assign the CFIA to an Enron
affiliate without OCLP's consent. The CFIA appears to be silent on the issue
of assignment to a non-Enron party.)

Please forward me your opinions on these issues/questions with a cc to Ben
and Mike.

Thanks,
Fred