KNOC Finance Language

Travis, could you please spend a few minutes on this and respond to Steve
Wallace? Thanks. Mark
---------------------- Forwarded by Mark E Haedicke/HOU/ECT on 02/18/2000
11:15 AM ---------------------------

Stephen Wallace@ENRON
02/17/2000 05:40 PM
To: Mark E Haedicke/HOU/ECT@ECT
cc:
Subject: KNOC Finance Language

Mark,

In a week or so Enron Global Exploration & Production will make a pitch to
Korea National Oil Corporation amounting to a comprehensive proposal to
provide various oil- and gas-field services to KNOC, plus offer the
opportunity to provide financing, risk management and other Enron-type
things. (Our dealings with KNOC are so far highly confidential.)

Cedric Burgher, the CFO of Enron Global E&P, has, in the message below,
sought my help with language to make the financing pitch as strong as
possible but at the same time not binding on Enron.

Can you look at this and offer any comments or suggestions, or have someone
in the legal group of ENA respond? I would really appreciate it.

Thanks.
Stephen Wallace.

---------------------- Forwarded by Stephen Wallace/Corp/Enron on 02/17/2000
05:28 PM ---------------------------

Cedric Burgher
02/17/2000 04:41 PM
To: Stephen Wallace/Corp/Enron@Enron
cc: Stephen Harper/Corp/Enron@Enron, Howard Selzer/Corp/Enron@Enron, Guy
Dayvault/Corp/Enron@Enron, Alex Warmath/Corp/Enron@Enron, Horace
Snyder/Corp/Enron@Enron

Subject: KNOC Finance Language

Stephen,

As we discussed, it would be helpful to contact an attorney in ENA to lift
"invester banker" like language to insert in our initial term sheet for
KNOC. The following is an approximation of what I have in mind.

"If desired by KNOC and subject to prevailing market conditions, Enron will
use its best efforts to structure, advise, arrange, underwrite, syndicate,
and/or provide the capital necessary to complete the project."

I'm sure the ENA guys have better language than this from some of their pitch
books, but hopefully you see what I'm looking for with my first cut. From a
marketing perspective, we would like this to be as strong and attractive as
possible from a KNOC perspective, and still provide us outs to make the
"offer" non-binding.

Cedric