Revisions to LOU ,
 Gerald and Shonnie;

 After discussion with Finance, we request the following language be added to 
the LOU:

 Buyer's Closing Conditions:
 
 (iii)  Add "and the terms of the consents or waivers shall be acceptable to 
Buyer." to the end of the clause.

 Revise (ix) to "Buyer shall have received from its existing lenders all 
waivers or consents necessary to consummate  this Transaction and Buyer shall 
have obtained the financing necessary to consummate this Transaction.

Thanks.  Eva.
gerald.nemec@enron.com, shonnie.daniel@enron.com