Subject: Re: Transfer and Assumption Agreement
From: [email-masked]
To: [email-masked], [email-masked]
Cc: [email-masked]
Date: Thu, 15 Mar 2001 11:25:00 -0800 (PST)

One more clause we need -- not sure which doc ought to include it at this 
point, but I think it belongs in the Allegheny side letter, b/c it's aimed at 
getting continuing reps as if these transactions are being "entered into" 
under our master:

"Allegheny Energy Supply Company, LLC represents and warrants to EPMI that 
all the representations and warranties in the Power Master are true and 
correct as of the effective date of this agreement."

Regards,
Janice

EB3861
Assistant General Counsel, Enron North America Corp.
713-853-1794 (Fax:  713-646-4842)

	[email-masked]
	03/15/2001 12:55 PM
		 
		 To: [email-masked], [email-masked], [email-masked], 
[email-masked], [email-masked]
		 cc: [email-masked], [email-masked], [email-masked], [email-masked]
		 Subject: Transfer and Assumption Agreement

Attached please find the Transfer and Assumption Agreement.  In the interest 
of
time, I am sending this document to all parties simultaneously.  Thus, Merrill
Lynch and/ or Sullivan & Cromwell may have further comments.

Best regards,

Kate Polozie

Katarina B. Polozie
McDermott, Will & Emery
[email-masked]
(202) 756-8130
(See attached file: WDC99_390293_11.DOC)

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 - WDC99_390293_11.DOC