Re: Land Options - Estoppel language ,
 Sounds good to me, although we are likely to find different purchasers want 
other stuff as well.  Kinda like on the turbine stuff - each counterparty has 
wanted something different.

ckm


From: Carlos Sole on 04/24/2001 11:18 AM
To: Kay Mann/Corp/Enron@Enron
cc:  

Subject: Re: Land Options - Estoppel language  

A letter whereby a party agrees that in the event of a change of control of 
its counterparty, it will not use such change of control event as a basis for 
challenging the enforceability of the agreement that it has with the 
counterparty.  At least in our context this is what Fred means by estoppel 
letter.  He has a very good point that we should incorporate this concept 
into our further assurances clause in our option agreements.

Carlos Sole'
Senior Counsel
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002-7361

(713) 345-8191 (phone)
713 646-3393 (fax)
carlos.sole@enron.com