ENA Agreement as to Forms of Agreements ,
 <<30b202!.DOC>>

Greg and Isabel:

Enclosed is the initial draft of a letter agreement by ENA consenting to the
form of the ENA Consent, the Promissory Note, the Security Agreement and the
Financing Statement, prepared along the same lines as the GE consent.
Please review and advise of any comments.   Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosure 140366v2




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 - 30b202!.DOC
gregorylang@paulhastings.com, iparker@freshfields.com