Re: Signing on Customer Swaps

FYI
---------------------- Forwarded by Mark - ECT Legal Taylor/HOU/ECT on
12/16/98 11:08 AM ---------------------------

Enron Capital Management

From: Scott Pudenz 12/16/98 10:15 AM

To: William S Bradford/HOU/ECT@ECT
cc: Cynthia L Schneider/HOU/ECT@ECT, Soma Ghosh/LON/ECT@ECT, Mark
Evans/LON/ECT@ECT, Mark - ECT Legal Taylor/HOU/ECT@ECT, Stephen H
Douglas/HOU/ECT@ECT, Bobby Bajaj/LON/ECT@ECT, Julie Adams/LON/ECT@ECT, Robina
Barker-Bennett/LON/ECT@ECT
Subject: Re: Signing on Customer Swaps

We have left a message with Jeff McMahon to see if he will take commercial
responsibility for either signing the docs, or if he is not authorized to
sign for these companies, to give the OK to someone else in Houston to sign
who is authorized. In the past we have had Dana Gibbs help us out - which is
another option.

We have been thru these issues before on other transactions, and ECT Europe
takes responsibility as far as P&L goes. I'm not sure it works from a tax
standpoint though to have all these side letters floating around - because
then it could get us in a tough spot with the tax man. Our preferred
approach is to get someone in Houston to stand up for London for signatory
purposes.

Please advise if you have any comments.

Scott

William S Bradford
16/12/98 15:52
To: Scott Pudenz/LON/ECT@ECT
cc: Cynthia L Schneider/HOU/ECT@ECT, Soma Ghosh/LON/ECT@ECT, Mark
Evans/LON/ECT@ECT, Mark - ECT Legal Taylor/HOU/ECT@ECT, Stephen H
Douglas/HOU/ECT@ECT
Subject: Re: Signing on Customer Swaps

Scott,

Mark Taylor wants to make sure ECT management is comfortable with assuming
the risk of all these transactions. Has anybody on your deal team obtained
the proper ECT-NA support for these transactions. If tax reasons are driving
these deals to ECT-NA, perhaps we will need a side letter where ECT-Europe
guarantees to ECT-NA performance on these transactions.

Let us know how you want us to proceed to get the necessary signatures by the
end of the day.

Bill

Enron Capital Management

From: Scott Pudenz 12/16/98 09:45 AM

To: William S Bradford/HOU/ECT@ECT, Cynthia L Schneider/HOU/ECT@ECT
cc: Soma Ghosh/LON/ECT@ECT, Mark Evans/LON/ECT@ECT
Subject: Signing on Customer Swaps

Mark Evans will be coordinating with Sara's replacement today the signing of
the Customer Swaps (1&2).