Subject: Re: ENA/Blue Dog:
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Fri, 9 Mar 2001 01:21:00 -0800 (PST)

Hi Marisa,

Please send the forms to Carlos also since for 2, 3, and 4 we will use the 
same forms. Obviously, we want the economy of doing this once for both 
transactions.  Also, please bill the time for these forms to Carlos' deal, 
since Blue Dog is paying for some of the development of the letter agreement 
and the llc forms.

It sure sounds like we won't be tendering a facility agreement, but until the 
structure is agreed I would keep the letters in as place holders.

Once the LLC is formed you will get the complete corporate books which will 
have the certificates.

Thanks,

Kay

"Reuter, Marisa" <[email-masked]> on 03/09/2001 09:09:07 AM
To: "[email-masked]'" <[email-masked]>
cc: "Keffer, John" <[email-masked]> 

Subject: ENA/Blue Dog:

Kay:

Later this afternoon, I plan to send you preliminary drafts of the following
documents:

1. Revised Letter Agreement;
2. Escrow Agreement;
3. Guaranty Agreement; and
4. Promissory Note by LLC payable to ENA.

In the meantime, I had a couple of questions. First, since the Blue Dog deal
is a wholesale assignment of a contract, will I still need to prepare items
7 and 8 on the closing checklist (letter from ENA to Prospective Buyer to
deliver the form of Facility Agreement and letter from Buyer to ENA to
advise regarding the Form of Facility Agreement).  Second, will you send me
the blank certificates that will serve as the Membership Certificates for
the LLC?  Carolyn mentioned that, in the past, these certificates have come
from an Enron Stock Book.

Thanks,

Marisa

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