Re: EMP Echo LLC

(1) The term "Threshold Amount" as used in Annex B refers to the threshold
for cross default purposes under Section 5(a)(vi) of the ISDA boilerplate by
reference to outstanding loans ("obligations for the payment of money", i.e.,
"Specified Indebtedness" in Section 14 of the ISDA boilerplate). Credit sets
the threshold level and we input that number into the document.

(2) Susan Bailey will send you the ISDA Master Agreement boilerplate. Her
number is X34737.

SUSAN: Please send Davis the ISDA boilerplate (no CSA). Thanks. Sara

Enron North America Corp.

From: Davis Thames 04/03/2000 09:53 AM

To: Laurel Adams/HOU/ECT@ECT
cc: Sara Shackleton/HOU/ECT@ECT
Subject: Re: EMP Echo LLC

Laurel,

As we discussed on the phone, the floating rate day count convention should
be Actual/360.

Sara, could you easily explain what the Threshold Amount means in Annex B? I
tried to look it up on the web but couldn't find anything. Additionally, if
you have an extra copy of ISDA up there, I might like to have a copy (hope
you don't hurt yourself laughing...).

Thanks & regards,
Davis

Laurel Adams
03/31/2000 12:54 PM
To: Sara Shackleton/HOU/ECT@ECT
cc: Davis Thames/HOU/ECT@ECT
Subject: EMP Echo LLC

Please find attached a draft of the confirmation for the interest rate
swap. Please review and let me know what changes may need to be made. Sara,
please pay speical attention to the Fixed and Floating rate payer payment
dates, and the floating rate option language.