Attached is the form of assignment (for future reference).


Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 03/08/2001 06:23 PM -----

	"Meytina, Anna Confidential Memo-Counsel (Exchange)" <ameytina@bear.com>
	02/22/2001 03:11 PM
		 
		 To: "'Sara.Shackleton@enron.com'" <Sara.Shackleton@enron.com>
		 cc: 
		 Subject: Assumption and Assignment Agreement


Sara:

Attached please find a copy of the assumtion and assignment agreement for
your review and comment.  I also attach the revised guarantee marked to show
changes from our prior version . After you have had an opportunity to review
these documents, please let me know how you would like to proceed.

Regards,

Anna

 <<ASSIGN.doc>>  <<BS FINAL1MARKED.doc>>


> -----Original Message-----
> From: Sara.Shackleton@enron.com [SMTP:Sara.Shackleton@enron.com]
> Sent: Wednesday, February 21, 2001 5:08 PM
> To: ameytina@bear.com
> Subject: Securities Loan Agreement
>
> Anna:
>
> I just received your voice mail.  The package (including the Enron Corp.
> guaranty) has already gone out via Federal Express to your attention.  You
> should receive it tomorrow.
>
> Also, Enron North America Corp. would like to assign the agreement to
> Enron
> Credit Inc. (a Delaware corporation).   Would you like for me to prepare
> the assignment or shall I?  Please advise.  Thanks.
>
> Sara Shackleton
> Enron North America Corp.
> 1400 Smith Street, EB 3801a
> Houston, Texas  77002
> 713-853-5620 (phone)
> 713-646-3490 (fax)
> sara.shackleton@enron.com

 - ASSIGN.doc
 - BS FINAL1MARKED.doc
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