Re: Assumption and Assignment

I have been out of town for the last few days. I understand that Sara is out
for the rest of this week.

After reviewing, I believe the Short Position Assignment Agreement form
(Goldman Sachs) you sent last week needs some slight revision (including
retitling it Assignment and Assumption Agreement), and will need to
appropriately refer to the current Corporate Account Agreement between ECT
Investments, Inc. and GS, and the one between ENA and GS (is there a
Corporate Account Agreement between GS and ENA?). It seems to me that the
document should apply to both short and long positions in the brokerage
account. Sheila, do you agree?

Once we revise the GS form, we could create a similar draft version for
Morgan Stanley and one for Bear Stearns. Is this an acceptable way forward so
we can get you where you want to go?

Finally, I had understood that Sara, after checking with the credit desk, was
going to look into the issue of what internal documentation, if any, would be
appropriate for transferring the OTC derivative positions. We will need her
input on this when she gets back early next week.

Alan

Sheila Glover
10/10/2000 04:09 PM

To: Alan Aronowitz/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT
cc: Terri Harlan/HOU/ECT@ECT
Subject: Assumption and Assignment

Alan and Sara,
We have sent you the document from Goldman Sachs and are following up with
Morgan Stanley to get their agreement.
What else can we do to facilitate?
Thanks, Sheila

---------------------- Forwarded by Sheila Glover/HOU/ECT on 10/10/2000 03:59
PM ---------------------------

From: Terri Harlan 10/10/2000 03:50 PM

To: Sara Shackleton/HOU/ECT@ECT, Alan Aronowitz/HOU/ECT@ECT
cc: Sheila Glover/HOU/ECT@ECT
Subject: Assumption and Assignment

Do we have any resolution on this issue yet?

Terri

---------------------- Forwarded by Terri Harlan/HOU/ECT on 10/10/2000 03:43
PM ---------------------------

From: Terri Harlan 09/27/2000 01:32 PM

To: Sara Shackleton/HOU/ECT@ECT, Alan Aronowitz/HOU/ECT@ECT
cc:
Subject: Assumption and Assignment

I received this letter form Goldman Sachs this morning. According to them
short positions are the only ones that require this letter. Can we
use/modify this letter and submit it to Morgan Stanley and Bear stearns, or
do we need to get something from each of them? Please let me know.

Thanks,

Terri
3-9899

---------------------- Forwarded by Terri Harlan/HOU/ECT on 09/27/2000 01:25
PM ---------------------------

"Sibeud, Eugenie B" <eugenie.sibeud@gs.com< on 09/27/2000 12:09:50 PM
To: "'Tharlan@enron.com'" <Tharlan@enron.com<
cc:
Subject:

Apologies for the delay. My e-mail went totally dead last night, and has
just now come back. (Apparently I have sent to many large document files).

Attached is the assignment agreement that we discussed. Please feel free to
call me if you have any questions. I can be reached at (212) 902-1930.

Kind regards,

Eugenie Sibeud

<<Enron Assignment.doc<<

- Enron Assignment.doc