S&P Letter of Intent

Denis -

Sorry for the delay in forwarding the below information. The week has been a
bit crazy. I am in the process of providing comments and will forward those
when available.

Mark
Senior Counsel, ENA
Phone: 713-345-8897
Facsimile: 713-646-3940
E-Mail: Mark.Greenberg@enron.com
----- Forwarded by Mark Greenberg/NA/Enron on 04/20/2001 09:59 AM -----

Craig Chaney@ECT
04/16/2001 12:48 PM

To: Mark Greenberg/NA/Enron@ENRON
cc:
Subject: S&P Letter of Intent

Mark,
I need your review of the attached letter or intent by Thursday. Citibank
and S&P have reviewed it and accepted the attached draft. As usual the only
thing binding is the NDA portion of the letter.

Please give me a call if you have any questions.

Thanks,
Craig
3-3840