Arco

I think Tanya worked on this. FYI, I'll be in Argentina next week. SS
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 02/24/2000
09:03 AM ---------------------------

From: Chris H Foster 02/23/2000 05:50 PM

To: Tracy Ngo/HOU/ECT@ECT
cc: Christian Yoder/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT
Subject: Arco

Tracy:

We reached basic agreement with Arco Products Company on a 1 year deal as
summarized on the attached draft contract (this contract needs some work, but
you can get the gist of it). It is like the Delano deal, but with no
Ancillary Sercvices. Could you please do a credit review for preparation of
a Master and send it to Christian? We have told them they would have a draft
master by Monday of next week. I am working on wrapping the Confirm into
shape.

The counterparty will be Atlantic Richield Company. They will not give us a
corporate guaranty, but they want a guaranty from us. We have a swap deal
with them in place. It was done as a one-off transaction (not a master).
Sara Shackleton was our attorney repsonsible for that deal. Enron Corp.
posted a guaranty on that deal that I think has some negotiated terms and
conditions. They want to use the exact same pro forma. Culd you find that
and begin the process of getting one for this new deal?

Arco is concerned about set offs amongst various Arco facilities. They want
to limit this transaction to a single generation facility. Is this OK?

PS What is Enron Credit.com? Do you have any options on the equity offering?